Archive for the ‘Issue Comments’ Category

CM.PR.O To Be Extended

Monday, June 24th, 2019

Canadian Imperial Bank of Commerce has announced (on June 12):

that it does not intend to exercise its right to redeem all or any part of its currently outstanding 16,000,000 Non-cumulative Rate Reset Class A Preferred Shares Series 39 (Non-Viability Contingent Capital (NVCC)) (the “Series 39 Shares”) on July 31, 2019.

Subject to certain conditions set out in the prospectus supplement dated June 2, 2014 relating to the issuance of the Series 39 Shares, the holders of Series 39 Shares have the right to convert all or any of their Series 39 Shares, on a one-for-one basis, into Non-cumulative Floating Rate Class A Preferred Shares Series 40 (Non-Viability Contingent Capital (NVCC)) of CIBC (the “Series 40 Shares”) on July 31, 2019.

On such date, holders who do not exercise their right to convert their Series 39 Shares into Series 40 Shares, will continue to hold their Series 39 Shares. The foregoing conversion rights are subject to the following:

  • if CIBC determines that there would remain outstanding less than 1,000,000 Series 40 Shares, after having taken into account all Series 39 Shares tendered for conversion on July 31, 2019, then holders of Series 39 Shares will not be entitled to convert their shares into Series 40 Shares, and
  • alternatively, if CIBC determines that there would remain outstanding less than 1,000,000 Series 39 Shares, after having taken into account all Series 39 Shares tendered for conversion on July 31, 2019, then all, but not part, of the remaining outstanding Series 39 Shares will automatically be converted into Series 40 Shares on a one-for-one basis on July 31, 2019.

In either case, CIBC will give written notice to that effect to the registered holder of Series 39 Shares no later than July 24, 2019.

The dividend rate applicable to the Series 39 Shares, should any remain outstanding after July 31, 2019, for the five-year period from and including July 31, 2019 to but excluding July 31, 2024 , and the dividend rate applicable to the Series 40 Shares, should any be issued, for the three-month period from and including July 31, 2019 to but excluding October 31, 2019, as and when declared by the Board of Directors of CIBC, will be calculated and announced on June 28, 2019. CIBC has designated the Series 40 Shares as eligible to participate in the CIBC Shareholder Investment Plan.

Beneficial owners of Series 39 Shares who wish to excise their conversion right should instruct their broker or other nominee to exercise such right during the conversion period, which runs from July 1, 2019 until 5:00 p.m. (Eastern Daylight Time) on July 16, 2019. It is recommended that this be done well in advance of the deadline in order to provide the broker or other nominee time to complete the necessary steps. Any notices received after this deadline will not be valid.

CM.PR.O is a FixedReset, 3.90%+232, NVCC-compliant, that commenced trading 2014-6-11 after being announced 2014-6-2. It is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

I will have more to say when the reset rate is announced on June 28.

EFN.PR.C : No Conversion to FloatingReset

Saturday, June 22nd, 2019

Element Fleet Management has announced:

that none of its outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series C (the “Series C shares”) will be converted into Cumulative Floating Rate Preferred Shares, Series D (the “Series D shares”) on June 30, 2019.

During the conversion notice period, which commenced on May 31, 2019 and ended at 5:00 p.m. (Toronto time) on June 17, 2019, 145,926 Series C shares were tendered for conversion into Series D shares. In accordance with Section 6.03(a)(iii) of the rights, privileges, restrictions and conditions attaching to the Series C shares, as provided in the Corporation’s restated articles of incorporation dated October 4, 2016, since there would be outstanding on June 30, 2019 less than 500,000 Series D shares, after having taken into account all Series C shares tendered for conversion into Series D shares, holders of Series C shares who elected to tender their shares for conversion will not have their Series C shares converted into Series D shares on June 30, 2019.

As a result, no Series D shares will be issued in connection with the current conversion privilege.

EFN.PR.C was announced 2014-2-26 as a FixedReset, 6.50%+481, but was not added to HIMIPref™ at that time as the company did not have a credit rating. The company received an initial rating from DBRS on 2015-9-24 and HIMIPref™ commenced tracking its four issues then outstanding shortly thereafter. The extension of the issue was announced 2019-5-22 and it was later announced that EFN.PR.C will reset At 6.210% effective June 30, 2019. I recommended against conversion. The issue continues to be tracked by HIMIPref™ but is relegated to the Scraps – FixedReset (Discount) subindex on credit concerns.

RY Upgraded to Pfd-1(low), Pfd-2(high) by DBRS

Tuesday, June 18th, 2019

DBRS has announced that it:

upgraded the long-term ratings of the Royal Bank of Canada (RBC or the Bank) and its related entities, including RBC’s Long-Term Issuer Rating, to AA (high) from AA. DBRS also changed the trend on all long-term ratings to Stable from Positive. The Bank’s Short-Term Issuer Rating was confirmed at R-1 (high) with a Stable trend. RBC’s Long-Term Issuer Rating is composed of an Intrinsic Assessment (IA) of AA and Support Assessment of SA2, which reflect the expectation of timely systemic support from the Government of Canada (rated AAA with a Stable trend by DBRS). The SA2 designation results in a one-notch uplift to the Long-Term Issuer Rating. Under the new Canadian Bank Recapitalization Regime (the Bail-In Regime), DBRS expects to eventually remove the uplift from systemic support, once the Bank has issued a sufficient level of bail-inable senior debt, which would thereby provide an adequate buffer for non-bail-inable obligations and is then expected to offset the removal of systemic support.

DBRS remains concerned over the combination of Canadian household indebtedness and elevated housing prices, particularly in and around Vancouver and Toronto, and the potential impact of a housing downturn on the Canadian economy as well as to other consumer-related loan portfolios. Nonetheless, RBC’s residential-secured portfolio, like all the large Canadian banks, appears conservatively underwritten, with 37% of RBC’s Canadian residential mortgage loans insured. The average loan-to-value ratio of the uninsured portfolio is a conservative 57%, providing a substantial buffer for a decline in housing prices.

RBC’s Q2 2019 Common Equity Tier 1 ratio increased 90 basis points YoY to 11.8%, primarily due to strong earnings generation. While overall capital levels remain well above regulatory minimums, they are at the low end of some global peers. However, DBRS views capital levels as strong given the Bank’s asset mix and ability to generate capital. The Bank has begun issuing Bail-inable Senior Debt as part of the Bail-In Regime. It is expected that the Bank will exceed the total loss absorbing capacity requirements issued by the Office of the Superintendent of Financial Institutions as it replaces maturing legacy senior debt.

18-Jun-19 NVCC Preferred Shares Upgraded Pfd-2 (high) Stb
18-Jun-19 Non-Cumulative Preferred Shares (Excluding Series W) Upgraded Pfd-1 (low) Stb
18-Jun-19 Preferred Shares, Series C-1 Upgraded A Stb
18-Jun-19 Preferred Shares, Series C-2 Upgraded A Stb

Affected issues are:
NVCC-compliant : (Straights) RY.PR.N, RY.PR.O, RY.PR.P
(FixedReset) RY.PR.H, RY.PR.J, RY.PR.M, RY.PR.Q, RY.PR.R, RY.PR.S, RY.PR.Z

NVCC-non-compliant: (Straight) RY.PR.A, RY.PR.C, RY.PR.E, RY.PR.F, RY.PR.G

Specifically Excluded from being rated: RY.PR.W

It’s a bit odd that the Series C-1 shares were upgraded – they have been redeemed as I reported in August 2017; this was confirmed in the 2017 Annual Report:

On November 13, 2017, we redeemed all 82,050 issued and outstanding Non-cumulative Perpetual First Preferred Shares, Series C-1, for cash at a redemption price of US$1,000 per share.

The C-series preferreds were issued in connection with the takeover of City National in 2015.

GMP.PR.B & GMP.PR.C Put on Review-Developing by DBRS

Tuesday, June 18th, 2019

GMP Capital will soon experience great change:

GMP Capital Inc. has announced plans to exit the capital markets business, selling its investment banking arm to U.S. brokerage house Stifel Financial Corp. for approximately $70-million in a dramatic shift for what was once one of Canada’s most successful independent investment dealers.

In the latest sign of consolidation in financial services, GMP Capital’s bankers and traders will join St. Louis-based Stifel, which has built a national U.S. platform by making more than two dozen acquisitions during chief executive officer Ronald Kruszewski’s 22 years at the helm.

GMP Capital, founded in 1995 by veteran deal makers, made its name raising money for entrepreneurial businesses such as Research in Motion – now BlackBerry Ltd. – and cannabis, mining, and oil and gas companies in recent years. But, like BlackBerry, the Toronto-based investment bank that once boasted a market value of $2-billion is undergoing a transformation. Its core business will now revolve around its 33-per-cent stake in wealth manager Richardson GMP, which has approximately $30-billion in assets and 170 teams of financial advisers.

Once the Stifel transaction closes, GMP Capital plans to buy the remaining 67 per cent of Richardson GMP from its employees and Winnipeg’s Richardson family in a stock swap that will make the Richardson clan the company’s largest shareholder. GMP Capital will hold approximately $198-million in cash. That capital is earmarked for expanding the wealth management platform by recruiting financial advisers and potentially adding new services such as robo-advisers, specialized lending and asset management.

… and DBRS is watching with great interest:

DBRS, Inc. (DBRS) placed GMP Capital Inc.’s (GMP or the Company) Cumulative Preferred Shares rating of Pfd-4 (high) Under Review with Developing Implications. The rating action follows the announcement that GMP has agreed to sell substantially all of its capital markets business to Stifel Financial Corp. (Stifel).

KEY RATING CONSIDERATIONS
The Under Review with Developing Implications status reflects uncertainty surrounding the transaction, including shareholder and regulatory approval that are still required for the transaction to close as well as other strategic initiatives that are occurring in tandem. While certain assets and liabilities will transfer to Stifel with the capital markets business divestiture, the Cumulative Preferred Shares rated by DBRS will remain with GMP.

DBRS will assess GMP’s pro-forma structure at the close of the transaction, including the remaining assets and liabilities as well as the Company’s future strategic direction and management’s ability to execute on this plan. DBRS notes that Harris Fricker, Chief Executive Officer of GMP, and other key personnel have agreed to join Stifel.

The rating could be upgraded if GMP’s pro-forma financials post-transaction are deemed to be stronger as a result of shedding the capital markets business, which has been highly volatile and loss-making. The rating could be downgraded if GMP’s credit fundamentals post-transaction are deemed to be weaker or if GMP is not able to acquire majority control of Richardson GMP, limiting its wealth management growth strategy.

Affected issues are GMP.PR.B and GMP.PR.C

LCS.PR.A : Annual Report, 2018

Sunday, June 16th, 2019

Brompton Lifeco Split Corp. has released its Annual Report to December 31, 2018.

LCS / LCS.PR.A Performance
Instrument One
Year
Three
Years
Five
Years
Ten
Years
Since
Inception
Whole Unit -18.1% +1.1% +2.2% +6.7% +1.5%
LCS.PR.A +5.9% +5.9% +5.9% +5.6% +5.6%
LCS -55.2% -12.1% -7.2% +6.2% -6.2%
S&P/TSX Capped Financial Index -9.2% +8.5% +6.9% +12.2% +5.7%
S&P/TSX Composite Index -8.9% +6.4% +4.1% +7.9% +3.4%

Note that the benchmarking isn’t ideal, since the Financial index will include banks, while the fund has a mandate only for insurers.

Figures of interest are:

MER: The MER per unit of the Fund, excluding Preferred share distributions (which were largely covered by the Fund’s dividend income), was 0.98% in 2018, down from 1.05% in 2017 as a result of better fixed-cost absorption.

Average Net Assets: We need this to calculate portfolio yield; and it’s tricky because “The Fund completed a treasury offering of Class A shares and Preferred shares for aggregate gross proceeds of approximately $38.6 million on February 6, 2018.”. Preferred Share distributions of 4,055,809 @ 0.575 / share implies 7.054-million shares out on average. Average Unit Value (beginning & end of year) = (16.82 + 12.71) / 2 = 14.76. Therefore 7.054-million @ 14.76 = 104.1-million average net assets.

Underlying Portfolio Yield: Dividends, interest and lending income received of 4.249-million divided by average net assets of 104.1-million is 4.08%

Income Coverage: Gross Investment Income (before capital gains & losses) of $4.250-million less expenses of 1.818-million is net investment income of $2.432-million divided by Preferred Share Distributions of 4.056-million is 60%.

AIM : DBRS Discontinues Ratings

Wednesday, June 12th, 2019

DBRS has announced:

DBRS Limited (DBRS) discontinued the Issuer Rating, Senior Secured Debt rating and Preferred Shares rating of Aimia Inc. (the Company). The Senior Secured Debt rating is being discontinued because all outstanding debt has been repaid. The Issuer Rating and Preferred Shares rating of BB (low) with a Negative trend and Pfd-5 (high) with a Negative trend, respectively, were Under Review with Developing Implications. DBRS generally tries to resolve Under Review statuses prior to any discontinuation. In this case, however, DBRS does not have sufficient information to resolve the Under Review with Developing Implications status but is nonetheless discontinuing the ratings per the Company’s request.

Affected issues are AIM.PR.A, AIM.PR.B and AIM.PR.C

VNR.PR.A Acquisition Approved by Holders

Wednesday, June 12th, 2019

Valener Inc. has announced (on June 11):

that at its special meeting of shareholders held today, June 11, 2019 (the “Meeting“), shareholders approved the acquisition of Valener by Noverco Inc. (“Noverco“) (the “Announced Transaction“) pursuant to the Arrangement Agreement publicly announced on March 27, 2019 (the “Arrangement“).

As provided for in the Arrangement, two resolutions were submitted to a vote at the Meeting, namely the Arrangement resolution to be approved by the holders of common shares and the preferred shareholder resolution to be approved by the holders of preferred shares (hereinafter, the “Resolutions“).

We refer you to the management information circular, available online at www.sedar.com under Valener’s profile, regarding quorum rules and approval threshold that had to be reached at the Meeting.

The Arrangement resolution was approved by 91.92% of the votes cast by holders of common shares, which represented 36.44% of all issued and outstanding common shares of Valener, and by 91.91% of the votes cast by all holders of common shares, excluding common shares beneficially owned or over which control or direction is exercised by interested parties and certain related parties of such interested parties whose votes are required to be excluded in accordance with applicable securities regulation. The preferred shareholder resolution was approved by 99.62% of the votes cast by the holders of the preferred shares, which represented 36.2% of all issued and outstanding preferred shares.

In light of the approval of the Resolutions, counsel for Valener and Noverco will present the application for a final order to approve the Arrangement to the Superior Court of Québec on Friday, June 14, 2019, at 9:00 a.m. (Montréal time). At the hearing, any shareholder or other interested person may intervene in accordance with the procedure set out in item 8 of the management information circular and the interim order of the Superior Court of Québec dated April 17, 2019.

The Announced Transaction remains subject to regulatory approval by the Vermont Public Utility Commission. A public hearing on this matter is scheduled for July 23, 2019.

The proposed acquisition at par was announced in March.

The issue commenced trading 2012-6-6 as a FixedReset, 4.35%+281, after being announced 2012-5-15. It reset to 4.62% effective 2017-10-15. I recommended against conversion and there was no conversion to FloatingResets. The issue is tracked by HIMIPref™ and has been assigned to the FixedReset subindex.

EFN.PR.C : Convert or Hold?

Tuesday, June 11th, 2019

It will be recalled that EFN.PR.C will reset At 6.210% effective June 30, 2019.

EFN.PR.C was announced 2014-2-26 as a FixedReset, 6.50%+481, but was not added to HIMIPref™ at that time as the company did not have a credit rating. The company received an initial rating from DBRS on 2015-9-24 and HIMIPref™ commenced tracking its four issues then outstanding shortly thereafter. The extension of the issue was announced 2019-5-22. The issue continues to be tracked by HIMIPref™ but is relegated to the Scraps – FixedReset (Discount) subindex on credit concerns.

The most logical way to analyze the question of whether or not to convert is through the theory of Preferred Pairs, for which a calculator is available. Briefly, a Strong Pair is defined as a pair of securities that can be interconverted in the future (e.g., EFN.PR.C and the FloatingReset that will exist if enough holders convert). Since they will be interconvertible on this future date, it may be assumed that they will be priced identically on this date (if they aren’t then holders will simply convert en masse to the higher-priced issue). And since they will be priced identically on a given date in the future, any current difference in price must be offset by expectations of an equal and opposite value of dividends to be received in the interim. And since the dividend rate on one element of the pair is both fixed and known, the implied average rate of the other, floating rate, instrument can be determined. Finally, we say, we may compare these average rates and take a view regarding the actual future course of that rate relative to the implied rate, which will provide us with guidance on which element of the pair is likely to outperform the other until the next interconversion date, at which time the process will be repeated.

We can show the break-even rates for each FixedReset / FloatingReset Strong Pair graphically by plotting the implied average 3-month bill rate against the next Exchange Date (which is the date to which the average will be calculated).

pairs_fr_190610
Click for Big

The market appears to have lost its fleeting interest in floating rate product; the implied rates until the next interconversion are above the current 3-month bill rate as the averages for investment-grade and junk issues are at +0.54% and +1.01%, respectively. Whatever might be the result of the next few Bank of Canada overnight rate decisions, I suggest that it is unlikely that the average rate over the next five years will be lower than current – but if you disagree, of course, you may interpret the data any way you like.

Since credit quality of each element of the pair is equal to the other element, it should not make any difference whether the pair examined is investment-grade or junk, although we might expect greater variation of implied rates between junk issues on grounds of lower liquidity, and this is just what we see.

If we plug in the current bid price of the EFN.PR.C FixedReset, we may construct the following table showing consistent prices for its soon-may-be-issued FloatingReset counterpart given a variety of Implied Breakeven yields consistent with issues currently trading:

Estimate of FloatingReset (received in exchange for EFN.PR.C) Trading Price In Current Conditions
  Assumed FloatingReset
Price if Implied Bill
is equal to
FixedReset Bid Price Spread 1.50% 1.00% 0.50%
EFN.PR.C 21.15 481bp 21.24 20.78 20.32

Based on current market conditions, I suggest that the FloatingResets that will result from conversion are likely to trade below the price of their FixedReset counterparts, EFN.PR.C. Therefore, I recommend that holders of EFN.PR.C continue to hold the issue and not to convert. I will note that once the FloatingResets commence trading (if, in fact, they do) it may be a good trade to swap one issue for the other in the market once both elements of each pair are trading and you can – hopefully – do it with a reasonably good take-out in price, rather than doing it through the company on a 1:1 basis. But that, of course, will depend on the prices at that time and your forecast for the path of policy rates over the next five years. There are no guarantees – my recommendation is based on the assumption that current market conditions with respect to the pairs will continue until the FloatingResets commence trading and that the relative pricing of the two new pairs will reflect these conditions.

Those who wish to convert are advised that the deadline for notifying the company of such a desire is 5:00 p.m. (Toronto time) on June 17, 2019. Brokers and other intermediaries generally set their internal deadlines a day or two in advance of this date, so if you wish to convert there’s no time to waste! Note that brokers will, in general, try to execute the instruction on a ‘best efforts’ basis if received between the two deadlines, provided that the procrastinating shareholder grovels entertainingly enough.

MFC.PR.L : No Conversion to FloatingReset

Friday, June 7th, 2019

Manulife Financial Corporation has announced (on June 5):

that after having taken into account all election notices received by the June 4, 2019 deadline for conversion of its currently outstanding 8,000,000 Non-cumulative Rate Reset Class 1 Shares Series 15 (the “Series 15 Preferred Shares”) (TSX: MFC.PR.L) into Non-cumulative Floating Rate Class 1 Shares Series 16 of Manulife (the “Series 16 Preferred Shares”), the holders of Series 15 Preferred Shares are not entitled to convert their Series 15 Preferred Shares into Series 16 Preferred Shares. There were 148,979 Series 15 Preferred Shares elected for conversion, which is less than the minimum one million shares required to give effect to conversions into Series 16 Preferred Shares.

As announced by Manulife on May 21, 2019, after June 19, 2019, holders of Series 15 Preferred Shares will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the five-year period commencing on June 20, 2019, and ending on June 19, 2024, will be 3.78600% per annum or $0.236625 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at May 21, 2019, plus 2.16%, as determined in accordance with the terms of the Series 15 Preferred Shares.

Subject to certain conditions described in the prospectus supplement dated February 18, 2014 relating to the issuance of the Series 15 Preferred Shares, Manulife may redeem the Series 15 Preferred Shares, in whole or in part, on June 19, 2024 and on June 19 every five years thereafter.

MFC.PR.L is a FixedReset, 3.90%+216, that commenced trading 2014-2-25 after being announced 2014-2-18. The extension was announced 2019-5-7. MFC.PR.L will reset At 3.78600% effective June 20, 2019. I made no recommendation regarding conversion.

As it is issued by an Insurance Holding Company and is not compliant with the banks’ NVCC rules, I have added a “Deemed Maturity” entry to the call schedule, which was adjusted in December 2018 to 2030-1-31, at 25.00. MFC.PR.L is tracked by HIMIPref™ and assigned to the FixedReset – Insurance Non-NVCC subindex.

LB.PR.H : No Conversion to FloatingReset

Friday, June 7th, 2019

Laurentian Bank of Canada has announced:

that none of its outstanding Non-Cumulative Class A Preferred Shares, Series 13 (the “Preferred Shares Series 13”) will be converted on June 17, 2019, being the first business day following the conversion date of June 15, 2019, into Non-Cumulative Class A Preferred Shares, Series 14 of the Bank (the “Preferred Shares Series 14”).

During the conversion period which ended on May 31, 2019, 177,715 Preferred Shares Series 13 were tendered for conversion into Preferred Shares Series 14, which is less than the minimum 1,000,000 required to give effect to the conversion, as described in the prospectus supplement dated March 27, 2014 relating to the issuance of the Preferred Shares Series 13. As a result, no Preferred Shares Series 14 will be issued on June 17, 2019 and holders of Preferred Shares Series 13 will retain their shares.

The Preferred Shares Series 13 are currently listed on the Toronto Stock Exchange under the symbol LB.PR.H. As previously announced on May 16, 2019, the dividend rate for the five-year period commencing on June 15, 2019, and ending on June 14, 2024, will be 4.123% per annum.

LB.PR.H is a NVCC-compliant FixedReset, 4.30%+255, that commenced trading 2014-4-3 after being announced 2014-3-25. The extension was announced 2019-5-7. LB.PR.H will reset At 4.123% effective June 15, 2019. I made no recommendation regarding conversion.

This issue is tracked by HIMIPref™ but relegated to the Scraps FixedReset-Discount subindex on credit concerns.