San Diego school district will hit the market next week

Rendering of elementary school
San Diego Unified School District bonds will help finance the transformation of its Lafayette Elementary School.
San Diego Unified School District

San Diego Unified School District is prepping a $795 million bond sale for Tuesday after a choppy week for the municipal bond market. 

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For San Diego Unified, the deal represents a continuation of a capital improvement campaign funded by voter-approved debt authorizations.

Lead manager J.P. Morgan is scheduled to price the negotiated transaction as municipal issuers confront shifting interest rates, competition from secondary market supply, and evolving investor sentiment. 

It's been a tumultuous week in the muni market, though a rally Wednesday and Thursday eased the pain.

The San Diego district's bonds have historically been well received and the finance team expects that will be the case when the bonds price next week, said Larry Lom, a KNN Public Finance director and the financial advisor on the deal. Preliminary plans call for a retail order period Monday ahead of institutional pricing Tuesday according to an online investor presentation.

The bond issuance totals $794.9 million across six series, comprising $8.755 million in taxable bonds with the balance in three tax-exempt series.

Stifel and Jefferies round out the banking team. Orrick, Herrington & Sutcliffe is bond counsel and Norton Rose Fulbright is disclosure counsel.

Proceeds from the upcoming bond sale will directly support the construction, modernization, and improvement of school facilities throughout the district. 

The planned projects will address aging infrastructure, enhance campus security, and create modern learning environments tailored to current educational demands, said Ami Shackelford, the school district's chief financial officer.

Major initiatives include whole-site modernizations, the replacement of temporary portable classrooms with permanent structures, accessibility upgrades, and joint-use community facilities such as athletic fields and play areas.

Between the popularity of California paper among retail buyers seeking tax-exempt income and investor familiarity with the district's credit, market observers expect the transaction to attract solid interest, assuming market conditions are stable at pricing.

"Deals are clearing in California — and retail demand remains strong," said Craig Brothers, partner, head of fixed income and portfolio manager for Bel Air Investment Advisors.

"We are going on 24 straight weeks of inflows in munis," Brothers said. "This year will be a record new issue calendar, but the higher yields are attracting retail money."

"California's very high tax rates create its own demand at these yields," he said. "Our clients are increasing their allocation to bonds. The tax equivalent yields are very attractive with absolute yields at 20-year highs." 

Ahead of the deal, Fitch Ratings affirmed its AAA rating of the San Diego district's GOs, and affirmed the district's issuer default rating at A with a stable outlook. 

"As you saw with the Fitch report, the credit continues to be strong," Lom said.

Moody's Ratings assigned its Aa2 and rating KBRA its AAA to the bonds, both with stable outlooks.

Post issuance, the district will have about $6.7 billion of outstanding long-term debt, according to Moody's.

The rating distinction between the GOs and issuer default rating highlights the exceptional security underpinning California general obligation bonds, which benefit from a dedicated, unlimited property tax pledge levied to pay debt service, Fitch analysts said in the report. 

For more than a decade, Fitch has been assigning higher ratings to some California school district GO bonds than their issuer default ratings, based on legal protections for California local GOs that effectively wall off GO debt service from districts' general budgets. San Diego USD was the first school district to receive such bifurcated ratings, and San Diego USD's GO bond AAA was untouched when Fitch downgraded the district's issuer default rating to A from A-plus in 2024.

Lom added that the district regularly accesses the market for capital needs, saying "annually, we have been issuing debt around this size. It ticks up a bit, because the school district has typically issued around $770 million, so this deal is in the range of normal."

The new debt will be issued under three voter-approved measures: the $2.1 billion Proposition S passed in 2008, the $3.5 billion Measure YY approved in 2018, and the $3.2 billion Measure U passed in 2022. 

Sector bifurcation

The pricing will come after a week of market turbulence.

Municipal bond markets have experienced sharp yield fluctuations, said Paul Hwang, vice president, municipal bond trader, and portfolio analyst at Payden & Rygel in Los Angeles.

"Regarding K-12 new issue and investor appetite, we are seeing a sizable amount of deals getting put on hold or day-to-day this week and dealer balance sheets have been getting heavy even before the most recent sell-off," Hwang said, speaking ahead of the rally later in the week.

Market conditions have created clear divergence across different sectors and credit qualities, he said.

"During stretches of relatively calm trading days, deals continue to get done and even oversubscribed in some cases, particularly for California new issuance and deals that are high-grade, clean credits," Hwang said. "Primary new issue demand for strong credits have held up and high-quality California deals and Texas Permanent School Fund deals with state enhancements are good indicators." 

Hwang said that the primary performance driver remains macro interest rates. "I think this is a classic story of the 'haves' versus 'have-nots' and you're seeing bifurcation depending on credit dispersion."

Nationally, school districts have faced headwinds from declining student enrollment and inelastic cost structures, prompting negative outlooks and downgrades in weaker credits, he said. 

However, California issuers, with strong legal support for their GO structure, have generally fared better.

"California is an outlier with more upgrades than downgrades within the sector recently," Hwang pointed out. "So if there is a reason for pause for investor appetite it'll likely appear in single-A rated or lower, unenhanced districts with enrollment issues rather than high-quality California GO-backed districts or enhanced issuers" like those benefiting from Texas Permanent School Fund backing.

In-state demand

For large transactions like San Diego Unified's, market volatility can pose logistical challenges for underwriters attempting to set clearing levels. 

Travis McGahey, vice president of municipal credit analysis for Payden & Rygel, said rate stability is often more crucial than absolute yield levels when bringing sizable deals to market. 

Travis McGahey
Travis McGahey, vice president of municipal credit analysis for Payden & Rygel, noted that rate stability is often more crucial than absolute yield levels when bringing sizable deals to market. 
Payden & Rygel

"Rates don't necessarily need to rally significantly for issuance to resume; stability may matter more than the absolute level of yields," he said. "If the market can establish a more stable clearing level, even at today's higher yields, issuers and investors should have greater confidence around pricing."

McGahey also said the substantial size of the deal requires careful placement, particularly when secondary market supply offers competing yields.

"I wouldn't characterize it as investors balking at large deals themselves," he said. "The bigger issue is trying to place that much paper in a period of unusually high rate volatility, particularly when there's already significant secondary supply available at increasingly attractive yields. Large deals can require greater price concessions in that environment because investors may be reluctant to commit capital while yields are moving sharply from one day to the next."

Nevertheless, California's unique market dynamics offer meaningful support for local issuers. 

High state income tax rates create substantial demand for tax-exempt yield among in-state retail investors and institutional buyers alike. 

"There is substantial demand for in-state tax-exempt income, and with yields having risen so sharply, taxable-equivalent yields have become increasingly attractive relative to taxable alternatives," he said. 

While investors remain selective regarding underlying operating pressures like enrollment, the AAA ratings on the GO pledge provides robust protection, McGahey said. San Diego USD's non-charter school enrollment of 93,866 is down about 12% over a decade. It's California's second-biggest school district.

"Those operating pressures could therefore influence relative value and the concession investors require without necessarily translating into equivalent concerns about the security of the GO bonds themselves," he said.

"So I think California's technical advantage continues to provide meaningful support, but it doesn't eliminate credit differentiation, particularly in a market like this one."


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