Archive for the ‘Press Clippings’ Category

What is a ‘Canada call’ and why was my bond redeemed early?

Friday, October 20th, 2017

John Heinzl was kind enough to mention me in his recent article What is a ‘Canada call’ and why was my bond redeemed early?:

In April of 2009, I purchased a 10-year Manulife bond that yields 7.768 per cent and matures on April 8, 2019. However, in early October, I looked at my discount brokerage account and was surprised to see that Manulife had “redeemed” the bond. I have never heard of a bond being redeemed at the behest of the issuer. Is this legal?


“That’s known in the business as a Canada call and it’s very common,” said James Hymas, president of Hymas Investment Management. “One of the very important things to do when investing in corporate debt is to look at the call provisions, because they will almost always be there somewhere.”

Generally, companies will only redeem bonds when it is in their best interests (or when required because of the terms of the issue). When Government of Canada bond yields were at historic lows, it wasn’t advantageous for Manulife to redeem the notes because it would have had to pay a steep price. But when government yields started to spike several months ago – and as the maturity date approached – redemption became attractive, Mr Hymas said.

Manulife announced on Aug. 15 that it intended to redeem the notes and, on Oct. 3 it said the redemption price would be $1,073.81 (per $1,000 face amount) plus accrued interest of $38.52. The redemption price was based on the second option in the prospectus, as it was higher than par. This equates to a yield to maturity (YTM) of 2.73 per cent, Mr. Hymas said. (If you’re wondering why the YTM is lower than the 7.768-per-cent coupon rate, it’s because the notes were trading above par.)

“They essentially bought back their old debt at a yield of 2.73 per cent and were able to replace that with an extension of term of more than five years and with debt that was actually subordinated and that’s a good deal for them. They’re only paying about 32 basis points [in additional yield] and that’s a bargain,” he said. (Subordinated debt, with its higher risk from a bondholder’s perspective, would normally carry a higher interest rate than senior debt.)

Are these preferreds a 5-per-cent solution?

Friday, June 16th, 2017

Rob Carrick was kind enough to quote me in his piece Are these preferreds a 5-per-cent solution?:

James Hymas, president of Hymas Investment Management and a preferred-share specialist, said there are roughly a dozen blue-chip perpetual issues that combine a straightforward structure with a share price below their $25 issue price. These shares, issued by Brookfield Asset Management, Canadian Utilities, E-L Financial, Power Corp. of Canada and Power Financial, had an average yield of 5.1 per cent as of earlier this week.

Mr. Hymas said perpetuals could be an attractive option for investors who are looking at long-term corporate bonds, which mature in 10 years or more. These bonds have a yield of roughly 3.6 per cent on average today compared with perpetuals in the range of 5 per cent.

You’d need about 6.6 per cent from a bond to give you the same after-tax yield as a perpetual preferred share. Multiply a dividend yield by 1.3 to get the rough equivalent from a bond after paying taxes, Mr. Hymas said.

The drawback with perpetuals is that they are highly sensitive to rising interest rates. Mr. Hymas sees five-year Government of Canada bonds eventually rising from current levels just above 1 per cent to the 3-per-cent to 3.5-per-cent range. If that happens, expect perpetuals to plunge in price. “It could be quite traumatic,” he said.

Much less of a concern is the security of the dividends paid by perpetuals. The dozen perpetuals highlighted by Mr. Hymas are all rated Pfd-2 by the rating agency DBRS, which means satisfactory credit quality. Pfd-1 is superior quality, while Pfd-5 is highly speculative.

Companies that issue perpetuals have an option to redeem the shares based on terms set out in the prospectus (you can find prospectuses on Sedar.com). While you shouldn’t buy these shares based on the potential for a future redemption at the $25 issue price, there are some perpetuals that might actually be in line for this at some point in the next several years.

Mr. Hymas believes that regulations covering the banking sector and its capital structure could, in the next few years, be applied to life insurance companies. Some preferred shares would then become disadvantageous for insurers and, in turn, be candidates for redemption in the years ahead. A redemption would turn a perpetual preferred share into a maturing investment similar to a bond.

Mr. Hymas said he likes three issues of insurance-company perpetuals with redemption potential: Sun Life Financial Series 5 (SLF.PR.E), Manulife Financial Series 3 (MFC.PR.C) and Great-West Lifeco Series I (GWO.PR.I). All have yields at or just below 5 per cent based on recent share prices and dividends. If the shares were redeemed in the next eight to 12 years at $25, that yield would work out to be a bit higher (the shares all currently trade below $25).

For argument regarding my belief “that regulations covering the banking sector and its capital structure could, in the next few years, be applied to life insurance companies”, see the posts DeemedRetractible Review: September, 2016 and OSFI Dovish on Insurance Tier 1 Eligibility Rule.

TransAlta cancels a planned preferred share swap because of investor push back

Friday, February 10th, 2017

Barry Critchley was kind enough to quote me in his piece TransAlta cancels a planned preferred share swap because of investor push back:

“It is a good day for shareholders. We don’t always do what the banks tell us to do,” said James Hymas, portfolio manager at Hymas Investment Management and the publisher of the PrefBlog. CIBC World Markets was TransAlta’s financial adviser while PWC provided a fairness opinion.

When TransAlta announced the plan in late December, Hymas said on the blog: “This is a rotten deal for the preferred shareholders, so rotten that we may call it a sleazy attempt by the company to pull the wool over the eyes of unsophisticated retail investors.”

Reached Friday, Hymas reiterated that it “was a bad deal. I suspect the early returns by shareholders combined with comments made to their investor relations department convinced them that it was not going to pass. Rather than be embarrassed, my guess is that they decided to cancel the deal.”

Hymas offered TransAlta, whose common share holders received a major dividend cut one year back, some advice: Get to work on improving the credit rating and spend less time on financial engineering. Last March DBRS changed the trends of all TransAlta’s long-term debt ratings – as well as on its preferred share ratings – to negative from stable.

There are also some amusing quotes from a portfolio manager who liked the deal so much, he’s willing to hide under his bed with the light turned off and say so anonymously:

The manager had little time for the view that holders were being “compromised” because they were not being offered full value, or $25 per share.

“That’s a fiction. They are perpetual securities and worth what they are worth. It’s not like a piece of debt where eventually they owe you the principal,” he added.

I hadn’t actually heard anybody say the holders were being compromised because they were not being offered full value. Perhaps the fact that all this guy has is a straw-man argument explains his anonymity..

This follows previous posts on this topic:

Affected issues are TA.PR.D, TA.PR.E, TA.PR.F, TA.PR.H and TA.PR.J.

TransAlta Corp takes to the airwaves to spread the advantages of its pref share consolidation

Friday, February 10th, 2017

This note is a little stale by now, but Barry Critchley was kind enough to quote me in his piece TransAlta Corp takes to the airwaves to spread the advantages of its pref share consolidation, published on January 24:

Some financial advisers, and at least one portfolio manager, argue the higher yield and better terms aren’t enough to make up for the potential capital loss investors are being asked to take.

James Hymas, portfolio manager at Hymas Investment Counsel said, “that’s the crux of the issue. The reduction in the effective redemption price (from $25), is an incredibly major change, an incredibly valuable feature to be given up, and TransAlta is not even close to matching that value on the income side.”

It was also interesting to read:

[TransAlta CFO Donald] Tremblay noted that the preferreds par value of $25 “is theoretical in the sense that prior to the announcement of the transaction these shares were trading at or below $0.50 on the dollar; Management would never have utilized the call option on the Preferred Shares,” he said.

This is disingenuous: it is remoteness of the potential call that makes the extant preferreds so valuable. Potential calls are always harmful to the investor!

This follows previous posts on this topic:

Affected issues are TA.PR.D, TA.PR.E, TA.PR.F, TA.PR.H and TA.PR.J.

TransAlta pref shareholders not happy with consolidation plan

Friday, January 20th, 2017

Barry Critchley was kind enough to quote me in his piece TransAlta pref shareholders not happy with consolidation plan:

Others disagree. For instance, James Hymas, a portfolio manager at Hymas Investment Counsel and the publisher of Prefblog, called it “an appalling, abusive offer. TransAlta’s extant preferred shares are trading well below their call price, which gives them a lot of room to make impressive capital gains should market conditions improve.” In Hymas’s view, the plan “effectively lowers the redemption price of the preferred shares outstanding, which will allow any such gains to be scooped up by the company instead of its preferred shareholders.”

This week, Hymas weighed in again. In an interview he said the “amount of extra income being offered is not just minimal but will disappear completely on reset with only a modest rise in government of Canada five year rates.” Accordingly if five year Canada bonds rise “significantly, the extant issues will pay more than the (proposed) new issue.”

Hymas also was critical of the process that will see those members of the soliciting group collect $0.13 per share per favorable vote — but nothing in the event the vote is unfavorable. The large difference in payments, “really makes me think they understand very well how cruddy their offer is.”

This follows previous posts on this topic:

Affected issues are TA.PR.D, TA.PR.E, TA.PR.F, TA.PR.H and TA.PR.J.

TransAlta plays the Grinch with its preferred share holders

Saturday, December 24th, 2016

Barry Critchley was kind enough to quote me in his article TransAlta plays the Grinch with its preferred share holders:

James Hymas, who runs Hymas Investment Management and who also publishes the PrefBlog, wrote “all of this analysis leads to the conclusion that this is a rotten deal for the preferred shareholders, so rotten that we may call it a sleazy attempt by the company to pull the wool over the eyes of unsophisticated retail investors. As the company admits, they look forward to reducing the corporation’s notional capital balance of preferred shares by approximately $300 million.”

After noting that an analysis based on implied volatility would require an even higher dividend than the 6.50 per cent TransAlta is offering, Hymas said the $300-million “is money that currently can potentially be earned by the current shareholders.”

That $300 million could occur with price increases on the extant issues; from an increase in the five-year government of Canada yield, or “from straightforward spread narrowing. The company is giving up nothing – NOTHING! – in order to capture this entire amount for themselves,” he wrote.

Assiduous Readers will remember that my views on the proposed Exchange (which will be voted on as a Plan of Arrangement) were published in the post TA Proposes Sleazy Exchange Offer.

Update, 2016-12-24 I was perplexed by a comment on Financial Wisdom Forum:

More on the TransAlta exchange.

http://business.financialpost.com/news/ … picks=true

FWIW, I am quite satisfied with the offer because I’m a trader and am more than happy to bail on these PF-3 issues because I really believe that one would have to be wearing super sized rose coloured glasses to think that they would someday trade or be redeemed at par, especially with a company like TA that has slashed the dividend on the common to 4 cents/quarter.

The case for the “No” vote does not depend on the hope that the shares will “someday trade or be redeemed at par”, and demonstrating this should actually make the argument more clear for those who have difficulty with the concept of Implied Volatility.

Let us examine the specific case of TA.PR.D; the following analysis framework may be applied to the other series with changes in numbers.

TA.PR.D:

  • pays $0.67725 p.a. until the next Exchange Date
  • will reset to GOC-5 + 203bp (paid on par value of $25) on each Exchange Date
    • This is equal to (25 * GOC-5) + (25 * 203bp)
    • which is equal to (25 * GOC-5) + $0.5075
  • may be redeemed at $25 on each Exchange Date
  • Exchange Dates are 2021-3-31 and every five years thereafter

The company proposes to exchange each share of this for 0.503 of a New Preferred Share; each New Preferred Share will

  • Pay 6.50% of $25.00 = 1.625 until the next Exchange Date
  • will reset to GOC-5 + 529bp (paid on par value of $25) on each Exchange Date
  • may be redeemed at $25 on each Exchange Date
  • Exchange Dates are 2021-12-31 and every five years thereafter

The fact that holders will be getting only 0.503 New Preferred Shares for each share of TA.PR.D makes the changes a little more complex for many investors, so as a thought experiment, let’s design a Notional Share which we will assume will be offered 1 for 1 for TA.PR.D, with the new holdings, in total, having exactly the same characteristics as the proposed new holdings of the New Preferred Shares.

A Notional Preferred Share:

  • pays $0.817375 until the next Exchange Date
  • will reset to 0.503 (GOC-5 + 529bp) * 25 on each Exchange Date
    • This is equal to (0.503 * 25 * GOC-5) + (0.503 * 25 * 529bp)
    • which is equal to 12.575 * GOC-5 + $0.6652175
    • subject to a minimum rate of $0.817375
  • may be redeemed at $12.575 on each Exchange Date
  • Exchange Dates are 2021-12-31 and every five years thereafter

So when we compare the currently held TA.PR.D to the Notional Share we see that:

  • The Notional Share will pay an extra $0.14 annually for each of the next five years (approximately), for a total of $0.70.
  • The redemption price will drop from $25 to $12.575
  • The dividends after the next Exchange Date (if it is left outstanding) will depend on the GOC-5 yield, as indicated on the following chart
taprd_notional_dividendsafterreset_rev1
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The big problem, of course, is the change in redemption price – holders lose out on a lot of potential capital gains if the market improves, either through increases in the GOC-5 yield (which should increase the trading price of the preferreds) or through a narrowing of spreads (which may occur because the market improves, or TA’s credit improves, or both). In addition, we see that increases in the GOC-5 rate greatly improve the dividend payout from TA.PR.D and the much higher redemption price means these potential increases will not be called away unless for a gigantic premium over the current price.

This borrowing-to-invest strategy is no slam dunk

Friday, May 27th, 2016

John Heinzl was kind enough to quote me in his piece This borrowing-to-invest strategy is no slam dunk, which discusses a couple’s proposal to take out a home-equity loan and invest the proceeds in ZPR, the BMO Laddered Preferred Share Index ETF:

If you look up ZPR’s distribution history, however, you’ll see that the monthly payout has been dropping. At the start of 2014 it was 5.3 cents, a year later it was 4.8 cents and currently it’s 4.5 cents. The reason: ZPR holds a basket of rate-reset preferred shares, many of which have cut their dividends because of a steep drop in the five-year Government of Canada bond yield that is used to set the dividends on these shares.

Barring a rebound in bond yields, ZPR’s distribution could fall even further as more rate-reset preferred shares cut their dividends, says James Hymas, president of Hymas Investment Management. Assuming the five-year Canada yield remains at its current level of about 0.8 per cent, the “implied current yield” of ZPR’s underlying portfolio is just 4.74 per cent, according to a BMO document dated April 29. After deducting the ETF’s management expense ratio of 0.5 per cent, ZPR’s net implied yield to investors is about 4.24 per cent, Mr. Hymas says.

That’s not nearly as attractive as the 5.6-per-cent yield for ZPR advertised on BMO’s website.

The document mentioned in the article is available here … for now! Hat tip to MikeFreedom49? on the Financial Wisdom Forum for bringing this document to my attention.

This is probably a good place to make two other points.

First, the document states that the duration of ZPR is 3.11 years, with a footnote indicating that:

Duration is a measure of sensitivity to changes in interest rates. For example, a 5 year duration means the value will decrease by 5% if interest rates rise 1% and increase in value by 5% if interest rates fall 1%. Generally, the higher the duration the more volatile the price will be when interest rates change.

This assertion of a 3.11 year duration without any qualifiers is irresponsible, reckless and wrong. Such an answer in the current environment can only be derived by pegging the price on the next reset date at an arbitrary level – it could be the current price, it could be $25.00, it could be anything you like, as long as it’s presumed to be a value unaffected by market yields. These are perpetual instruments trading below par; their duration in the current environment is better in the 20 to 25 year range (with respect to spreads) … or it could even be negative (if we assume yield-to-perpetuity will be constant in the face of a changing 5-year Canada rate)! . Holders of ZPR – and other FixedResets – over the past two years will doubtless be happy to confirm that the price volatility they have experienced far exceeds what they might have expected from an investment with a 3.11 year duration.

Classical bond mathematics is a very useful tool for examining preferred shares, but must be accompanied by a very cautious and explicit statement of assumptions and these assumptions should be disclosed.

Secondly, I note that BMO touts the fund as being “Low to Medium Risk”, which I feel confident will be considered laughable by those who have suffered through the woes of the preferred share market for the past two years.

The whole concept of these risk assessments, with their mandatory reporting on the “Fund Facts” statements is under constant attack by those with even a smidgen of knowledge about risk (which leaves out the regulators), so I won’t go into this further except to say I’d love to see how they justify their claim!

Finally, here’s a chart of expected changes in the dividends of Fixed Resets for which the YTW scenario is perpetuity, taken from the May, 2016, edition of PrefLetter:

PL_160520_App_FR_Chart_30
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The not-so-pleasant choices faced by RONA’s preferred shareholders [RON.PR.A]

Monday, March 28th, 2016

Barry Critchley was kind enough to quote me in his piece titled The not-so-pleasant choices faced by RONA’s preferred shareholders. First he gives some space to an argument I don’t understand:

According to some holders, agreeing to that low price would set a bad precedent given that there are a slew of rate-reset prefs which are trading at a substantial discount to their purchase price. If one issuer gets away with such a deal, others will follow suit.

Accordingly, it is not in the interests of pref share holders, who put up $25 when the issue came to market in the expectation they would get $25 of value when the time rolled around for the rates to be reset, to encourage such behaviour. So Lowe’s bid $20 – which represented a premium to the recent trading price but a total acquisition savings of $34.5 million – knowing that if it’s rejected it will be required to remain a reporting issuer.

I don’t get it. It’s a vote. You can vote yes or you can vote no. One likes to imagine that good proposals will succeed and bad proposals will fail. The above argument is equivalent to saying that you have to vote Conservative in the Federal election, because if you vote Liberal this time you’ll have to vote Liberal every time. It makes no sense.

But after that, it’s my turn:

James Hymas, of Hymas Investment Management, has a different take, arguing RONA pref shareholders could tender and redeploy the proceeds in other rate reset prefs that generate about the same cash flow.

Hymas, who does not own RONA preferreds either personally or through the funds he manages, argues that if the $20 a share offer is turned down, the price of the RONA prefs will fall below $20. In other words: make the trade.

For more detail regarding my views, see RON.PR.A Vote: Yes or No?.

Mr. Critchley also commented on the Stirling Funds joke:

Numerous attempts have been made to reach Stirling and its Swedish-based advisor ÖstVäst Advisory to find out its next steps. The first call elicited the response that it had received numerous responses from holders. Since then nothing.

He also pointed out one little nugget of information:

But there may be another twist given that as of the end of 2015, Fidelity Investments owned more than 10 per cent of the issue — more than three times what it owned at the end of the first quarter of 2015. We couldn’t reach Fidelity for a comment.

Well done Fidelity! That’s a trade that has worked out very nicely indeed!

Lowly preferred shares an intriguing bet for the brave investor

Friday, February 12th, 2016

Rob Carrick was kind enough to quote me in his recent article Lowly preferred shares an intriguing bet for the brave investor:

For some ideas on finding value in the preferred share market, let’s check in with two money managers. One is James Hymas, president of Hymas Investment Management, and the other is Dustin Van Der Hout, a portfolio manager with Richardson GMP. Both suggest investors look to the hardest-hit part of the pref market, rate resets.

Mr. Hymas’s quick and easy option for capturing a rebound in rate resets is the BMO Laddered Preferred Share Index ETF (ZPR), which has fallen almost 43 per cent over the past three years on a cumulative basis and now yields a bit over 6 per cent.

Alternative choices are the iShares S&P/TSX Canadian Preferred Share Index ETF (CPD) and the PowerShares Canadian Preferred Share Index ETF (PPS), which track an index that is dominated by rate resets but also includes other preferred types. “These ETFs are a very good alternative for somebody who does not have enough time to do a lot of research,” Mr. Hymas said.

For investors seeking individual shares, Mr. Hymas highlighted three particular preferred share issues from insurers. Each traded in the $12 to $13 range at midweek, down from their issue price of $25, and each is down for similar reasons. They have either had their dividend reset recently at levels that are much below what they were when the shares were issued, or they will in the not-too-distance future.

Why buy those hard-hit shares from Manulife, or similar issues from Sun Life Financial and Great-West Lifeco?

Mr. Hymas said there’s potential for regulators to change the rules for insurance companies so that it’s less attractive for them to issue preferred shares. If that happens, these shares could be redeemed at $25, which is close to double their current share price. “I can give you chapter and verse on why I think this rule change is going to happen,” he said. “Basically, the market is essentially ignoring the possibility.”

Warning: Mr. Hymas said the price of these shares is heavily influenced by the five-year Canada bond yield. If it goes up, that’s helpful. If bond yields fall further, then there will be more downside for these already hard-hit shares.

Here’s what they came up with based on a mix of dividend yield and the potential to be redeemed at a future date at the issue price of $25.

Share Issue & Ticker Recent Price ($) Curr. Yield (%)* Next Reset Dividend Reset formula is the 5-yr Canada bond yield plus this premium (% points) Yield based on current share price and projected dividend reset using a recent 5-yr Canada bond yield (%)
James Hymas, president of Hymas Investment Management
Great-West Lifeco Series N GWO.PR.N-T 12.82 4.4 Dec. 2020 1.3 3.5
Manulife Financial Series 3 MFC.PR.F-T 12.22 8.4 Jun. 2016 1.41 3.9
Sun Life Financial Series 8R SLF.PR.G-T 13 4.4 Jun. 2020 1.41 3.7
equity_prefs
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RON.PR.A: Lowe’s Offers $20 As Part Of Takeover

Thursday, February 4th, 2016

Lowe’s Companies, Inc. and RONA Inc. have announced:

that they have entered into a definitive agreement under which Lowe’s is expected to acquire all of the issued and outstanding common shares of RONA for C$24 per share in cash, and all of the issued and outstanding preferred shares of RONA for C$20 per share in cash. The total transaction value is C$3.2 billion (US$2.3 billion) (the “Transaction”). The offer represents a premium of 104 percent to RONA’s closing common share price on February 2, 2016 and a 38 percent premium to RONA’s 52-week high of C$17.36. Together, Lowe’s Canada and RONA stores will create Canada’s leading home improvement retailer with 2015 pro forma revenues from Canadian operations of approximately C$5.6 billion. Excluding transaction and integration costs, we anticipate the Transaction will be accretive to Lowe’s earnings in the first year following the close of the acquisition.

The Transaction has been unanimously approved by the Boards of Directors of Lowe’s and RONA and is supported by the management teams of both companies. The Transaction is expected to proceed by way of a plan of arrangement by which Lowe’s would acquire all of the outstanding shares of RONA, subject to RONA common shareholder approval and satisfaction of customary conditions, including the receipt of all necessary regulatory approvals. The RONA Board has received an opinion from Scotia Capital Inc. that the consideration to be received by RONA’s common and preferred shareholders pursuant to the Transaction is fair, from a financial point of view.

The RONA Board will recommend that RONA shareholders vote in favor of the plan of arrangement at a special meeting of shareholders expected to be held before the end of the first quarter of 2016. Further information regarding the Transaction will be included in RONA’s information circular to be mailed to RONA shareholders in advance of the special meeting. The arrangement agreement provides that RONA is subject to customary non-solicitation provisions.

$20 is quite the premium over yesterday’s closing quote of 12.41-05!

The consensus is that the deal will succeed – f’rinstance, Frederic Tomesco of Bloomberg:

The fact both boards agreed to the C$3.2 billion ($2.3 billion) offer, along with Lowe’s commitment to preserve head-office jobs and maintain supply agreements, will likely seal the deal. Political conditions in Canada’s second-most populous province also favor the acquisition after helping to scupper a hostile offer in 2012.

Rona’s biggest shareholder, the provincial pension fund manager Caisse de Dépôt et Placement du Québec, said Wednesday it would tender its shares to the offer. Quebec’s new economy minister indicated the government probably wouldn’t stand in the way of a deal.

“If three of the groups that were against Lowe’s last time — the board, the government and the Caisse — are saying it’s a good idea, it would be hard to see it not get the green light,” Karl Moore, a management professor at McGill University’s Desautels Faculty of Management in Montreal, said in a telephone interview. “There’ll be some squawking for sure, but that’s predictable. The opposition has to be against this deal in principle.”

Matthew Townsend and Scott Deveau of Bloomberg point out that the plunging loonie helped a lot:

The Canadian dollar’s loss is Lowe’s gain.

After being rebuffed in its attempt to buy Quebec-based retailer Rona Inc. in 2012, Lowe’s Cos. reached agreement on Wednesday to buy it for C$3.2 billion ($2.3 billion). Two big changes in the past four years made the transaction possible: The Parti Quebecois, which opposed the original deal, is out of power, and the loonie fell to its lowest level against the dollar in more than a decade.

Lowe’s withdrew the $1.8 billion unsolicited bid for Rona in 2012 after the board and some Quebec politicians opposed the offer, concerned about a loss of jobs and local control in the French-speaking province. The withdrawal came just 12 days after the separatist Parti Quebecois won elections.

Since then, the Liberals have taken power in Quebec, and the loonie has dropped to 72 cents versus the U.S. dollar, compared with parity when Lowe’s pulled its bid, making it cheaper for Lowe’s to offer a richer premium. So while the C$24 a share bid in Canadian dollar terms is about 65 percent higher than the C$14.50 a share bid that was rejected, in U.S. dollar terms the offer is just 16 percent higher.

CADUSD
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… and Bloomberg’s Brooke Sutherland suggests it’s all about footprint:

Focusing on Canada may be a distraction, but it’s a distraction that could pay off for Lowe’s. While the home-improvement company has benefited from a rebounding real estate market, the maturing U.S. retail landscape and the rise of online shopping puts a cap on the growth opportunities for big-box vendors. Many are shuttering stores, or at least slowing down expansion.

Lowe’s, for example, had 1,793 U.S. locations as of January 2015 — a gain of about 76 from a year earlier, much of which could be explained by the acquisition of Orchard Supply Hardware. The way to keep growing its store base is to make more acquisitions and push harder into adjacent markets such as Canada, where Home Depot currently has almost five times as many locations as Lowe’s. With Canada’s home improvement industry valued at C$45 billion, Lowe’s can’t really afford to sit on the sidelines.

feetPrints
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John Heinzl was kind enough to quote me when discussing the preferred share part of the deal:

Rona Inc.’s battered preferred-share investors may not be getting as fat a premium as common shareholders in the $3.2-billion takeover by Lowe’s Cos. Inc., but they should be thrilled with what they’re being offered, money managers say.

As part of the deal, the U.S. home-improvements chain is offering $20 for each Class A rate-reset preferred share of Quebec-based Rona. The offer, which is based on a fairness opinion from Scotia Capital, represents a 59-per-cent premium to the closing price of Rona’s preferred shares before the deal was announced.

Some Rona preferred shareholders said it’s possible Lowe’s might make a higher offer for the preferreds. “Perhaps they could be persuaded to offer more money. Perhaps. I’m not banking on it but not discounting it either,” said Benj Gallander, co-editor of Contra the Heard Investment Letter. “These are early days.”

Don’t hold your breath, said preferred-share fund manager James Hymas, president of Hymas Investment Management. Rona’s preferred shareholders don’t have the leverage to squeeze more money out of Lowe’s, he said.

“They can always try, but I don’t know how far they’ll get,” said Mr. Hymas, who does not own Rona’s preferred shares.

After all the suffering Rona’s preferred investors have endured, they should be happy that Lowe’s is willing to take them out at $20, Mr. Hymas said.

“You don’t want to kill the goose that lays the golden egg,” he said. “They’re not going to sweeten that deal. There is no reason to.”

I base this view on the fact that during the conference call the following statements were made:

what’s important to understand that a positive vote from the pref holders is not a condition precedent to the closing of the transaction.

If you don’t have a majority acceptance from the prefs, does RONA continue to report its financial results? … Yes. So the entity would need to continue to report as a public listed entity. Yes.

So a negative vote from RONA preferred shareholders will mean just that the shares will continue to be outstanding. Since RON.PR.A is a FixedReset, 5.25%+265, that commenced trading 2011-2-22 after being announced 2011-2-1, it has a relatively low reset. Absurdly low for junk, albeit more reasonable for investment grade. Investment-grade issues with comparable resets are:

  • MFC.PR.J, +261, bid at 17.89
  • RY.PR.M, +262, bid at 18.45
  • TD.PF.D, +279, bid at 19.00
  • SLF.PR.I, +273, bid at 17.45
  • BAM.PF.B, +263, bid at 16.46
  • BMO.PR.Y, +271, bid at 19.35

So it’s a decent premium over fair value even given an upgrade in credit quality. I’ll suggest that Lowe’s takes the view that they’re willing to give that premium to the preferred shareholders if they’re co-operative, or give it to the lawyers, bookkeepers, auditors and accountants if that’s what the preferred shareholders decide they want. Since the takeover deal is not conditional on preferred shareholder approval they’ve got no reason to pay an extortionate premium for the prefs.

And yes, the credit quality will almost certainly go up if the deal is approved. DBRS confirmed Lowe’s at A(low):

DBRS Limited (DBRS) has today confirmed the Issuer Rating and Senior Unsecured Debt rating of Lowe’s Companies, Inc. (Lowe’s or the Company) at A (low) as well as its Short-Term Rating at R-1 (low), all with Stable trends. This action follows the Company’s announcement that it has entered into a definitive agreement under which Lowe’s is expected to acquire all issued and outstanding common shares of RONA inc. (RONA) for CAD 24 per share in cash and all issued and outstanding preferred shares of RONA for CAD 20 per share in cash. The total transaction value including the assumption of RONA’s debt is CAD 3.2 billion ($2.3 billion; the Transaction or Acquisition).

Despite the risks associated with the effective integration of RONA, DBRS believes that the relatively modest magnitude of the Transaction and the temporary increase in financial leverage keep Lowe’s credit risk profile in a range acceptable for the current rating category. Should Lowe’s be challenged to maintain credit metrics in a range acceptable for the current A (low) rating because of weaker-than-expected consolidated operating performance or more aggressive-than-expected financial management (i.e., slower deleveraging), the current ratings could be pressured.

…. while putting RONA on Review-Positive:

DBRS Limited (DBRS) has today placed the ratings of RONA inc. (RONA or the Company) Under Review with Positive Implications following the Company’s announcement that it has entered into a definitive agreement under which RONA will be acquired by Lowe’s Companies, Inc. (Lowe’s; please see separate DBRS press release) for a total transaction value of $3.2 billion (the Transaction). The total transaction value comprises Lowe’s offer to acquire RONA’s issued and outstanding common shares for $24 per share in cash as well as its issued and outstanding preferred shares for $20 per share, plus RONA’s outstanding debt.

Rona’s Under Review – Positive Implications status reflects Lowe’s current ratings (A (low) and R-1 (low) as rated by DBRS), the intention to purchase RONA’s outstanding preferred shares and the assumption of RONA’s outstanding senior unsecured debt. As of September 27, 2015, RONA had approximately $313 million of senior unsecured debt outstanding, consisting of $116 million of senior unsecured debentures and $197 million drawn on its revolving credit facility (maximum limit of $700 million). DBRS notes that the Company’s senior unsecured debentures will mature in October 2016.

S&P has also taken a positive view regarding RONA’s ratings:

  • •Home improvement retailers Lowe’s Cos. Inc. and RONA Inc. announced today that they have entered into a definitive agreement under which Lowe’s is expected to acquire RONA for about C$3.2 billion
  • •As a result, we are placing our ratings on RONA Inc., including our ‘BB+ long-term corporate credit rating on the company, on CreditWatch with positive implications.
  • •We intend to resolve the CreditWatch placement on the acquisition’s closing, which we expect by the third quarter of 2016. At that time, we would likely equalize our long-term corporate credit rating on RONA with that on Lowe’s.


The CreditWatch placement follows Lowe’s Cos. Inc.’s and RONA Inc.’s announcement that they have entered into a definitive agreement under which Lowe’s is expected to acquire RONA for about C$3.2 billion. As part of the transaction, we expect Lowe’s to purchase all of the issued and outstanding preferred shares of RONA for C$20 per share in cash and assume its C$116.6 million of unsecured notes that mature in 2016.

“The positive CreditWatch placement reflects our view of the potential uplift for RONA creditors from the possible acquisition of the company by the higher-rated Lowe’s,” said Standard & Poor’s credit analyst Alessio Di Francesco.

So, assuming the common shareholders vote in favour of the deal, holders of RON.PR.A will wind up in one of two positions:

  • Owning a perfectly normal investment-grade preferred share trading somewhere around $17-$19, or
  • Getting $20 cash.

I’d rather take the cash and deploy it into something else! However, a formal recommendation will have to await receipt of the management information circular.

At today’s closing bid of 19.95, RON.PR.A yields 4.22% to perpetuity.

Update, 2016-3-3: RONA has filed the Management Proxy Circular with respect to the two offers.