Archive for July, 2012

July 24, 2012

Tuesday, July 24th, 2012

Capital Power Corporation, proud issuer of CPX.PR.A, has been confirmed at Pfd-3(low) by DBRS:

DBRS has today confirmed Capital Power Corporation’s (CPC or the Company) Preferred Shares rating at Pfd-3 (low) with a Stable trend. CPC’s rating is based on the credit quality of its subsidiary, Capital Power L.P. (CPLP; rated BBB by DBRS). CPC’s rating is notched downward relative to CPLP’s rating to reflect its structural subordination to the debt obligations at CPLP.

CPC has no debt issued at the parent level and is not expected to issue any debt in the foreseeable future. The Company has $122 million of preferred shares outstanding as of March 31, 2012. Preferred shares, as a percentage of common equity, are within the 20% threshold (defined as the percentage of preferred shares outstanding divided by total equity excluding preferreds). For the three months ended March 31, 2012, CPC distributed $1 million to its preferred shareholders and $19 million to its common shareholders ($6 and $51 million to preferred and common shareholders, respectively, in 2011).

It was an uneventful day for the Canadian preferred share market, despite all the excitement for equities: PerpetualPremiums gained 6bp, FixedResets were flat and DeemedRetractibles gained 8bp. Volatility was almost non-existent. Volume was above average.

HIMIPref™ Preferred Indices
These values reflect the December 2008 revision of the HIMIPref™ Indices

Values are provisional and are finalized monthly
Index Mean
Current
Yield
(at bid)
Median
YTW
Median
Average
Trading
Value
Median
Mod Dur
(YTW)
Issues Day’s Perf. Index Value
Ratchet 0.00 % 0.00 % 0 0.00 0 0.0202 % 2,286.9
FixedFloater 0.00 % 0.00 % 0 0.00 0 0.0202 % 3,421.0
Floater 3.18 % 3.21 % 71,241 19.20 3 0.0202 % 2,469.3
OpRet 4.78 % 2.77 % 39,957 0.91 5 -0.0154 % 2,526.4
SplitShare 5.49 % 4.93 % 68,333 4.68 3 0.0935 % 2,757.6
Interest-Bearing 0.00 % 0.00 % 0 0.00 0 -0.0154 % 2,310.2
Perpetual-Premium 5.34 % 1.59 % 97,602 0.47 27 0.0587 % 2,263.2
Perpetual-Discount 4.97 % 4.90 % 98,884 15.64 6 0.1435 % 2,507.4
FixedReset 4.99 % 2.95 % 189,422 4.38 71 -0.0018 % 2,417.8
Deemed-Retractible 4.97 % 3.52 % 145,782 1.38 46 0.0754 % 2,343.5
Performance Highlights
Issue Index Change Notes
GWO.PR.N FixedReset -1.17 % YTW SCENARIO
Maturity Type : Hard Maturity
Maturity Date : 2022-01-31
Maturity Price : 25.00
Evaluated at bid price : 24.46
Bid-YTW : 3.22 %
Volume Highlights
Issue Index Shares
Traded
Notes
CU.PR.C FixedReset 130,720 Nesbit crossed 25,000 at 25.95; National crossed 20,000 at the same price. Desjardins crossed blocks of 25,000 shares, 17,600 and 24,500, all at 25.95.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2017-06-01
Maturity Price : 25.00
Evaluated at bid price : 25.90
Bid-YTW : 3.34 %
PWF.PR.R Perpetual-Premium 104,394 National Bank crossed blocks of 48,000 and 49,900, both at 26.50.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2021-04-30
Maturity Price : 25.00
Evaluated at bid price : 26.46
Bid-YTW : 4.69 %
TD.PR.O Deemed-Retractible 102,137 Desjardins crossed 95,600 at 26.03.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2012-08-23
Maturity Price : 25.75
Evaluated at bid price : 25.99
Bid-YTW : -7.54 %
NA.PR.K Deemed-Retractible 72,710 TD crossed 64,200 at 25.25.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2012-08-23
Maturity Price : 25.00
Evaluated at bid price : 25.28
Bid-YTW : -11.65 %
TD.PR.Y FixedReset 65,030 Scotia crossed 60,000 at 25.60.
YTW SCENARIO
Maturity Type : Hard Maturity
Maturity Date : 2022-01-31
Maturity Price : 25.00
Evaluated at bid price : 25.55
Bid-YTW : 2.85 %
FTS.PR.E OpRet 57,366 National crossed 56,700 at 26.85.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2013-06-01
Maturity Price : 25.75
Evaluated at bid price : 26.65
Bid-YTW : 1.46 %
There were 36 other index-included issues trading in excess of 10,000 shares.
Wide Spread Highlights
Issue Index Quote Data and Yield Notes
RY.PR.H Deemed-Retractible Quote: 26.75 – 27.09
Spot Rate : 0.3400
Average : 0.2365

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2013-05-24
Maturity Price : 26.00
Evaluated at bid price : 26.75
Bid-YTW : 1.36 %

CU.PR.D Perpetual-Premium Quote: 25.87 – 26.18
Spot Rate : 0.3100
Average : 0.2159

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2021-09-01
Maturity Price : 25.00
Evaluated at bid price : 25.87
Bid-YTW : 4.52 %

RY.PR.T FixedReset Quote: 26.60 – 26.88
Spot Rate : 0.2800
Average : 0.2082

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-08-24
Maturity Price : 25.00
Evaluated at bid price : 26.60
Bid-YTW : 2.83 %

TD.PR.K FixedReset Quote: 26.73 – 26.94
Spot Rate : 0.2100
Average : 0.1432

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-07-31
Maturity Price : 25.00
Evaluated at bid price : 26.73
Bid-YTW : 2.67 %

FTS.PR.C OpRet Quote: 25.71 – 26.00
Spot Rate : 0.2900
Average : 0.2266

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2012-08-23
Maturity Price : 25.25
Evaluated at bid price : 25.71
Bid-YTW : -7.02 %

RY.PR.R FixedReset Quote: 26.23 – 26.49
Spot Rate : 0.2600
Average : 0.1976

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-02-24
Maturity Price : 25.00
Evaluated at bid price : 26.23
Bid-YTW : 2.74 %

NXY Placed on Review-Positive by S&P

Tuesday, July 24th, 2012

Standard & Poor’s has announced:

  • CNOOC Ltd. (AA-/Stable/–; cnAAA/–) has agreed to acquire Nexen Inc. in a transaction valued at about C$19.4 billion, including assumption of
    debt.

  • We are placing our ratings, including our ‘BBB-‘ long-term corporate credit rating, on Nexen on CreditWatch with positive implications.
  • The CreditWatch placement reflects the potential that we might raise our ratings on the company to match CNOOC’s stand-alone credit profile of ‘a’ upon the transaction’s completion.
  • We expect to resolve the CreditWatch placement before the end of 2012.

S&P also announced:

that the rating on China-based CNOOC Ltd. (AA-/Stable/–; cnAAA) is not immediately affected by the company’s proposed acquisition of Nexen Inc. (BBB-/Watch Pos/–). In our view, the US$15.1-billion acquisition is larger than previous CNOOC deals in recent years and could test the company’s integration ability.

Standard & Poor’s sees the acquisition as consistent with CNOOC Ltd.’s strategy to expand outside China. The transaction, once completed, would increase CNOOC Ltd.’s proven reserves by about 30% and production by about 20%. More importantly, it provides a good opportunity for CNOOC Ltd. to diversify its operations materially in the low-risk member countries of the Organization for Economic Cooperation and Development (OECD). At the end of 2011, more than 71% of CNOOC Ltd.’s reserves are off the coast of China, and over 20% of reserves are in countries with high sovereign risks. After the acquisition, CNOOC Ltd.’s reserves in China will fall to 56% and its reserves in OECD countries would increase to above 28%.

NXY has issued a single preferred share issue, NXY.PR.A, which is tracked by HIMIPref™.

PDV.PR.A Downgraded by DBRS

Tuesday, July 24th, 2012

DBRS has announced that it:

has today downgraded the rating of the Preferred Shares issued by Prime Dividend Corp. (the Company) to Pfd-3 from Pfd-3 (high).

In November 2005, the Company issued 2.2 million Preferred Shares (at $10 each) and an equal number of Class A Shares (at $15 each). The redemption date for both classes of shares issued was originally December 1, 2012, but was extended to December 1, 2018, after holders of 96.1% of Class A Shares and 90.2% of Preferred Shares voted in favour of the extension.

The Company holds a portfolio consisting primarily of common shares (the Portfolio) of the six major Canadian banks, life insurance companies (Great-West Lifeco Inc., Manulife Financial Corporation, Sun Life Financial Inc.), investment management companies (AGF Management Limited, CI Financial Corp., IGM Financial Inc.) and a few other companies (BCE Inc., TransAlta Corporation, TransCanada Corporation, Power Financial Corporation, TSX Group Inc.). The common shares of each Portfolio company represent between 4% and 8% of the total NAV of the Company, and no more than 20% of the NAV of the Company may be invested in securities issued by financial services or utilities firms other than those listed above. The Portfolio is actively managed by Quadravest Capital Management Inc.

Dividends received from the Portfolio are used to pay to each Preferred Share a monthly floating-rate distribution equal to the prevailing prime rate in Canada (the Prime Rate) plus 0.75% per annum, with a minimum of 5% per annum and maximum of 7% per annum. Holders of Class A Shares are targeted to receive a monthly floating-rate distribution equal to the Prime Rate plus 2% per annum, with a minimum targeted rate of 5% per annum and a maximum targeted rate of 10% per annum. Holders of the Preferred Shares have been receiving the minimum monthly payment of $0.04167 per share (yielding 5% per annum) since November 2008.

On September 6, 2011, DBRS confirmed the ratings on the Preferred Shares at Pfd-3 (high) based on the sufficient level of downside protection available to holders of the Preferred Shares at the time. The NAV was fairly volatile in the months following the rating confirmation, with downside protection falling to 39.7% in November 2011 before recovering slightly over the first quarter of 2012. Since April 2012, the NAV declined again, dropping to $15.89 as of June 29, 2012. The current dividend coverage ratio is around 0.87 times and the downside protection available is approximately 37.1%, which fails to reach levels commensurate with a Pfd-3 (high) rating. As a result of the insufficient downside protection and dividend coverage ratio on the Portfolio, the Preferred Shares have been downgraded to Pfd-3 from Pfd-3 (high).

PDV.PR.A was last mentioned on PrefBlog in connection with its outstanding warrants. PDV.PR.A is not tracked by HIMIPref™, as there are only about 1.5-million of the $10-par-value shares outstanding.

FTS: DBRS Confirms, Removes "Review Developing"

Tuesday, July 24th, 2012

DBRS has announced that it:

has today removed Fortis Inc.’s (Fortis or the Company) ratings from Under Review with Developing Implications (following the announced acquisition (the Acquisition) of CH Energy Group Inc. (CHG) on February 21, 2012). DBRS has also confirmed the ratings of Unsecured Debentures and Preferred Shares of the Company at A (low) and Pdf-2 (low), respectively, with Stable trend. The confirmation is based on the closing of subscription receipt offering (approximately $600 million) in June 2012 and further review of the Company’s financing plan. DBRS is comfortable that Fortis’s funding strategy includes appropriate measures to maintain a reasonable financial profile while executing its growth strategy, particularly the Acquisition (approximately $1.0 billion, plus $500 million in debt assumption) and the Waneta hydro power project (total $450 million in investment, $250 million required in 2012).

Fortis’s non-consolidated balance sheet leverage is expected to increase notably. However, given its current financial flexibility with non-consolidated debt-to-capital at near 14% and strong cash flow coverage, DBRS believes that Fortis’s financing plan is reasonable, such that the debt leverage within the 20% range can be maintained in-line with DBRS’s rating guidelines for notching a holding company relative to its subsidiaries. (See DBRS Criteria: Rating Parent/Holding Companies and Their Subsidiaries, dated March 2010.) Following the Acquisition and the financing of the Waneta project, cash flow coverage is expected to weaken temporarily but should still remain within the current rating category.

With the proposed Acquisition, Fortis’ business risk profile is expected to improve moderately, as approximately 97% of CHG’s earnings are generated from its regulated electric and gas businesses. This regulated earnings mix is higher than the Company’s current mix at approximately 90%. The remaining 10% of Fortis’s consolidated earnings are generated from higher-risk hotel properties and non-regulated generation businesses. The regulatory framework in New York is viewed as reasonable, as CHG is allowed to recover prudently incurred operating, capital and commodity costs and earn good returns on investment.

Fortis is currently rated the same as some of its subsidiaries (FortisBC Inc. and FortisAlberta Inc.) despite the structural subordination and double leverage at the parent. DBRS believes that Fortis’s ratings are supported by strong and stable cash flows from diversified sources, with a significant portion of dividends coming from its regulated subsidiaries with “A” ratings (FortisBC Energy Inc. and Newfoundland Power Inc.).

The acquisition of CH Energy Group caused S&P to place FTS on Review-Negative but that review was resolved in May:

  • We are affirming our ratings, including our ‘A-‘ long-term corporate credit rating, on Fortis Inc. and subsidiary FortisAlberta Inc.
  • We are also removing the ratings from CreditWatch with negative implications, where they were placed Feb. 22, 2012.
  • The affirmation reflects Fortis’ financing plan for the proposed C$1.5 billion acquisition of CH Energy Group Inc. and the completion of its C$900 million Waneta hydroelectric construction project, on time and on budget in 2015.
  • We expect that the company’s diversified portfolio should generate adequate and stable cash flow at or above our consolidated targets.
  • The stable outlook reflects our assessment of the operating companies’ underlying operational and financial stability, which mitigates the relatively weak financial measures for the ratings.

Fortis has a number of preferred shares outstanding: FTS.PR.C, FTS.PR.E, FTS.PR.F, FTS.PR.G and FTS.PR.H.

YLO: Rating Agencies React

Tuesday, July 24th, 2012

DBRS has announced that it:

DBRS has today downgraded Yellow Media Inc.’s (Yellow Media or the Company) Issuer Rating to C (high) from CCC; its Medium-Term Notes rating to C (high) from CCC, with an RR4 recovery rating; and its Exchangeable Subordinated Debentures rating to C (low) from CC (high), with a recovery rating of RR6. DBRS has also placed these ratings and Yellow Media’s Cumulative Preferred Shares rating of Pfd-5 (low) (already at the lowest rating on the scale) Under Review with Negative Implications.

The downgrade follows the Company’s announcement of a recapitalization plan (the Recapitalization), which is intended to restructure the balance sheet in a manner that would better enable Yellow Media to focus on the transformation of its business from print to digital. DBRS notes the recapitalization proposal (see key components below) would result in a default, based on the fact that lenders would receive less than originally intended interest and principal repayment if the offer is approved in a vote on September 6, 2012.

The revised ratings have been placed Under Review with Negative Implications in consideration of the pending stakeholder vote on September 6, 2012. Should the proposal be approved, Yellow Media’s exchanged securities would be placed in default status in accordance with DBRS policy.

S&P has announced:

  • Montreal-based classified directory publisher Yellow Media Inc. announced an offer to exchange its existing unsecured debt (credit facilities and medium-term notes) for new senior secured notes and subordinated unsecured exchangeable debentures, as well as cash and common shares.
  • The company has also offered holders of existing convertible subordinated debentures, preferred shares, and common shares an exchange for 17.5% of the new common shares as well as warrants representing 10% of the new shares.
  • We view the offer as a distressed exchange under our criteria and have therefore lowered our long-term corporate credit rating on Yellow Media to ‘CC’ from ‘CCC’.
  • At the same, we lowered our issue-level rating on the company’s senior unsecured debt to ‘CC’ from ‘CCC’ and lowered the issue-level rating on its convertible subordinated debentures to ‘C’ from ‘CC’. The recovery ratings on these securities are unchanged at ‘4’ and ‘6’, respectively.
  • We are removing the ratings from CreditWatch.
  • Should the company complete the exchange as proposed, we would lower all ratings to ‘D’.

YLO has the following preferred shares outstanding: YLO.PR.A, YLO.PR.B, YLO.PR.C and YLO.PR.D. The proposed recapitalization has been discussed on PrefBlog.

July 23, 2012

Tuesday, July 24th, 2012

Greece is in the headlines again:

Greece retakes its position at the heart of the European debt crisis this week as its creditors assess how far off course the country is from bailout targets, raising again the specter of its exit from the euro.

Greece’s troika of international creditors — the European Commission, the European Central Bank and the International Monetary Fund — will arrive in Athens tomorrow amid doubts the country will meet its commitments and reluctance among euro-area states to put up more funds should it fail.

“If Greece doesn’t fulfill those conditions, then there can be no more payments,” German Vice Chancellor Philipp Roesler told broadcaster ARD yesterday, adding that he is “very skeptical” Greece can be rescued and that the prospect of its exit from the monetary union “has long ago lost its terror.”

When in doubt, ban short sales:

Europe was plunged into fresh market turmoil as the first call for bailout aid by a Spanish region sent borrowing costs surging, while Spain and Italy reinstated a ban on betting on stock declines.

Stocks and the euro fell as Catalonia joined a list of Spanish regions that may tap aid from the central government, spurring 10-year yields to rise to a euro-era record

The Washington-based IMF has signaled to European officials that it will stop paying further rescue aid to Greece, bringing the country closer to insolvency in September, Der Spiegel magazine cited unidentified European Union officials as saying in this week’s edition, published yesterday. It’s “already clear” to the troika that Greece won’t reach the 120 percent target, Spiegel said.

The fund responded to the Der Spiegel report, saying today in a statement it is “is supporting Greece in overcoming its economic difficulties.”

Missing the targets means Greece would need between 10 billion euros and 50 billion euros in additional aid, a potential outcome that the IMF and several unidentified euro- area states are not prepared to accept, Spiegel said.

All the excitement had an effect:

Government bond yields in the U.S., U.K. and Germany fell to records, while stocks dropped and the euro traded below its lifetime average against the dollar on concern the region’s debt crisis is deepening. Commodities slid as a Chinese central-bank adviser said growth may slow further.

The yield on the 10-year U.S. Treasury note declined to 1.43 percent at 2:22 p.m. New York time after reaching an all- time low of 1.40 percent. Two-year German yields slumped to as low as minus 0.08 percent and Spanish and Italian yields jumped. The Standard & Poor’s 500 Index slid 1 percent. The euro fell for a fourth day, sliding 0.3 percent to $1.2122. Oil fell 3.7 percent in New York. Credit-default swaps on Spain rose as much as 31 basis points to an all-time high of 636.

Sorry this is a day late! TMX Datalinx did not have closing data available prior to midnight last night.

HIMIPref™ Preferred Indices
These values reflect the December 2008 revision of the HIMIPref™ Indices

Values are provisional and are finalized monthly
Index Mean
Current
Yield
(at bid)
Median
YTW
Median
Average
Trading
Value
Median
Mod Dur
(YTW)
Issues Day’s Perf. Index Value
Ratchet 0.00 % 0.00 % 0 0.00 0 -0.1614 % 2,286.4
FixedFloater 0.00 % 0.00 % 0 0.00 0 -0.1614 % 3,420.3
Floater 3.18 % 3.21 % 73,894 19.21 3 -0.1614 % 2,468.8
OpRet 4.78 % 2.97 % 39,742 0.91 5 0.3317 % 2,526.8
SplitShare 5.49 % 4.92 % 67,541 4.68 3 -0.3859 % 2,755.0
Interest-Bearing 0.00 % 0.00 % 0 0.00 0 0.3317 % 2,310.5
Perpetual-Premium 5.34 % 1.91 % 98,229 0.48 27 0.0145 % 2,261.9
Perpetual-Discount 4.97 % 4.91 % 102,769 15.60 6 -0.1638 % 2,503.8
FixedReset 4.98 % 3.00 % 180,384 4.03 71 0.0651 % 2,417.9
Deemed-Retractible 4.96 % 3.50 % 145,041 1.38 46 0.0734 % 2,341.7
Performance Highlights
Issue Index Change Notes
BNA.PR.D SplitShare -1.27 % YTW SCENARIO
Maturity Type : Call
Maturity Date : 2012-08-22
Maturity Price : 26.00
Evaluated at bid price : 26.46
Bid-YTW : -3.79 %
Volume Highlights
Issue Index Shares
Traded
Notes
CU.PR.D Perpetual-Premium 120,661 YTW SCENARIO
Maturity Type : Call
Maturity Date : 2021-09-01
Maturity Price : 25.00
Evaluated at bid price : 25.84
Bid-YTW : 4.54 %
CM.PR.G Perpetual-Premium 66,031 YTW SCENARIO
Maturity Type : Call
Maturity Date : 2012-08-22
Maturity Price : 25.50
Evaluated at bid price : 25.83
Bid-YTW : -11.27 %
SLF.PR.D Deemed-Retractible 55,175 YTW SCENARIO
Maturity Type : Hard Maturity
Maturity Date : 2022-01-31
Maturity Price : 25.00
Evaluated at bid price : 22.55
Bid-YTW : 5.88 %
BMO.PR.M FixedReset 40,857 YTW SCENARIO
Maturity Type : Hard Maturity
Maturity Date : 2022-01-31
Maturity Price : 25.00
Evaluated at bid price : 25.73
Bid-YTW : 2.78 %
IAG.PR.G FixedReset 40,652 YTW SCENARIO
Maturity Type : Hard Maturity
Maturity Date : 2022-01-31
Maturity Price : 25.00
Evaluated at bid price : 25.39
Bid-YTW : 4.05 %
CU.PR.E Perpetual-Premium 36,981 YTW SCENARIO
Maturity Type : Call
Maturity Date : 2021-09-01
Maturity Price : 25.00
Evaluated at bid price : 25.75
Bid-YTW : 4.56 %
There were 22 other index-included issues trading in excess of 10,000 shares.
Wide Spread Highlights
Issue Index Quote Data and Yield Notes
ENB.PR.F FixedReset Quote: 25.45 – 25.71
Spot Rate : 0.2600
Average : 0.1801

YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-23
Maturity Price : 23.25
Evaluated at bid price : 25.45
Bid-YTW : 3.54 %

POW.PR.A Perpetual-Premium Quote: 25.40 – 25.82
Spot Rate : 0.4200
Average : 0.3410

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2012-08-22
Maturity Price : 25.00
Evaluated at bid price : 25.40
Bid-YTW : -11.89 %

RY.PR.C Deemed-Retractible Quote: 25.96 – 26.17
Spot Rate : 0.2100
Average : 0.1394

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2015-11-24
Maturity Price : 25.00
Evaluated at bid price : 25.96
Bid-YTW : 3.63 %

ENB.PR.B FixedReset Quote: 25.38 – 25.71
Spot Rate : 0.3300
Average : 0.2644

YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-23
Maturity Price : 23.29
Evaluated at bid price : 25.38
Bid-YTW : 3.46 %

CM.PR.K FixedReset Quote: 26.10 – 26.40
Spot Rate : 0.3000
Average : 0.2347

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-07-31
Maturity Price : 25.00
Evaluated at bid price : 26.10
Bid-YTW : 3.06 %

BAM.PR.P FixedReset Quote: 27.20 – 27.43
Spot Rate : 0.2300
Average : 0.1718

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-09-30
Maturity Price : 25.00
Evaluated at bid price : 27.20
Bid-YTW : 3.05 %

YLO Proposes Recapitalization

Monday, July 23rd, 2012

Yellow Media Inc. has announced:

a recapitalization transaction (the “Recapitalization”) aimed at significantly reducing the Company’s debt and improving its maturity profile, with debt first coming due in 2018. The Recapitalization will allow the Company to pursue its business transformation.

Closing of the Recapitalization is anticipated by the end of September 2012.

The key components of the Recapitalization are as follows:

– Exchange of its credit facilities and medium term notes (the “Senior Unsecured Debt”), representing $1.8 billion of the Company’s debt, for a combination of:
$750 million of 9% Senior Secured Notes due in 2018;
$100 million of Subordinated Unsecured Exchangeable Debentures due in 2022, with interest payable in cash at 8.0% or in additional debentures at 12%;
82.5% of the New Common Shares; and
$250 million of cash;

– Holders of existing convertible debentures, preferred shares and common shares of the Company to receive in exchange for their securities a combination of:
17.5% of the New Common Shares; and
Warrants, representing in the aggregate 10% of the New Common Shares;

– Noteholders holding 30.0% of the medium term notes, and representing 23.7% of the Company’s Senior Unsecured Debt, have executed support agreements committing them to vote in favour of the Recapitalization;

– The Recapitalization will not impact customers, suppliers and other business partners of Yellow Media Inc.

The Company proposed this Recapitalization initiative to align its capital structure with its operating strategy. The Recapitalization will ensure the necessary financial flexibility to pursue the Company’s ongoing transformation in order to enhance long-term value for stakeholders. Upon completion of the Recapitalization, the Company will have debt of approximately $850 million consisting of $750 million of Senior Secured Notes and $100 million of Subordinated Unsecured Exchangeable Debentures. Annual interest expense will also be reduced by approximately $45 million.


The Company intends to implement the Recapitalization pursuant to a plan of arrangement under the Canada Business Corporations Act. The implementation of the Recapitalization is subject to a number of conditions and other risks and uncertainties including the receipt of the final approval of the court and all necessary regulatory and stock exchange approvals, as well as to other conditions. Implementation of the Recapitalization is expected to occur by the end of September 2012.

Noteholders holding 30.0% of the Company’s outstanding medium term notes, and representing 23.7% of the Company’s Senior Unsecured Debt, have executed a support agreement with, among others, Yellow Media whereby they have agreed, subject to certain conditions, to vote in favour of and support the Recapitalization. Noteholders are represented by Moelis & Company as financial advisors and Bennett Jones LLP as legal advisors.

The Company will solicit additional support from credit facility lenders and noteholders for the Recapitalization.

The attached Powerpoint page has the following pro-forma table:

YLO Proposed Reorganization
(Figures are CAD-millions
Item Actual
2012-3-31
Proposed
Adjustment
Pro-forma
Credit Facilities 419 (419) 0
Medium Term Notes 1,406 (1,406) 0
6.25% Convertible Debs
due Oct. 2017
200 (200) 0
Senior Secured Notes 0 750 750
Senior Unsecured Exchangeable Debentures 0 100 100
Leases 4 0 4
YLO.PR.A
YLO.PR.B
403 (403) 0
Total Debt 2,431 (1,577) 854
YLO.PR.C
YLO.PR.D
329 (329) 0
Cash (310) 250 (60)
Total Net Debt and Preferred Shares 2,450 (1,656) 794
Number of common shares (Millions) 520 (495) 26
Number of Warrants (Millions) 0 3 3
Financial Ratios
Net Debt / LTM EBITDA 2.7x   1.3x
Total Debt / LTM EBITDA 3.2x   1.4x
Fixed Charge Coverage 5.1x   8.4x
LTM EBITDA excludes the contribution of LesPAC. Latest twelve month EBITDA is a non-IFRS measure and may not be comparable with similar measures used by other publicly traded companies

Note that since this is a plan of arrangement the preferred shareholders will have a vote.

It is interesting that the YLO.PR.A and YLO.PR.B are not being forcibly converted into equity prior to the changes.

I eagerly look forward to seeing the proposed detailed exchange ratios!

Update: As noted in the comments, the exchange ratios are on the press release, but way, way down at the bottom, below all the regulatory cautions and contact names.

There are a few angry holders of convertible debs:

The money managers who hold Yellow Media’s convertible debentures are furious, arguing they have been grossly mistreated under the company’s recapitalization plans.

The tip of this frustration came out on a conference call Monday, during which management explained the decision to extend its bond maturities, in exchange for handing senior debt holders an overwhelming majority of equity. Even though convertible debentures are technically debt instruments, their holders aren’t getting much.

Even worse, they’ve been offered less than preferred share holders, which are technically lower down in the capital structure. For every 100 preferred shares owned, the holders will receive 1.875 of the company’s common shares and 1.07143 warrants. Convert holders, however, will only get 0.62500 common shares and 0.35714 warrants for each $1,000 in principal.

Enraged money managers asked about this on the call, and for a while they didn’t really get an answer as to how this could be. But then it became clear: The financial advisers assumed that convertible debenture holders would convert to common shares before the recap is finalized, even though doing so would offer them much fewer common shares.

Under the plan, 100 YLO.PR.A will convert to 6.25 Common Shares and 3.57143 Warrants.

However, YLO has the ability to convert YLO.PR.A into common at $2 / share, based on par value ($25) and unpaid dividends (about $0.50, to make the numbers easier). So for 100 shares of YLO.PR.A, you would get 1,275 Old Common Shares.

For 100 Old Common, you get 0.5 New Common; so if we assume forcible conversion of YLO.PR.A prior to the reorganization, then 100 YLO.PR.A would become 6.375 New Common … basically equal, although the warrants could – possibly – make the actual reorganization more valuable.

But … holders of YLO.PR.C and YLO.PR.D are being treated in the same way! Why?

July 20, 2012

Friday, July 20th, 2012

The Bank of England knew that the BBA was taking a lackadaisical approach to LIBOR reform:

The Bank of England favored having its name removed from the 2008 review of Libor by the British Bankers’ Association over concern its improvement of governance didn’t go far enough.

The view was contained in 80 pages of correspondence between the central bank and the BBA and the New York Federal Reserve on the London interbank offered rate. The documents were published today after a request earlier this week from U.K. lawmakers investigating the scandal over the global rate.

“On governance, what the BBA say they will do seems broadly incrementally sensible as far as it goes, although we have concerns that they may not go far enough,” Bank of England official Michael Cross said in a note to colleagues. “Given this, we might want to have direct and indirect references to the Bank (and the Fed) removed.”

The note is dated June 4, 2008, a week before the BBA published a consultation document on its review of Libor. In a response the same day, a memo says Bank of England Governor Mervyn King “agrees the BOE references should be removed and replaced with ‘all interested parties.’” King had said in a note dated May 31 that the BBA’s initial proposals seemed “wholly inadequate.”

Contained into today’s release was an internal Bank of England document sent to Tucker on May 22, 2008, stating that the BBA, which oversees the setting of Libor, warned banks to submit honest rates on April 16, 2008. The spread between three- month dollar Libor and the overnight indexed swap rate widened 12 basis points in the three days following the warning, according to the note.

It was a mixed day for the Canadian preferred share market, with PerpetualPremiums up 10bp, FixedResets off 2bp and DeemedRetractibles gaining 7bp. Volatility was normal.

And now I’m caught up with the market reports! Sorry for the recent lateness.

HIMIPref™ Preferred Indices
These values reflect the December 2008 revision of the HIMIPref™ Indices

Values are provisional and are finalized monthly
Index Mean
Current
Yield
(at bid)
Median
YTW
Median
Average
Trading
Value
Median
Mod Dur
(YTW)
Issues Day’s Perf. Index Value
Ratchet 0.00 % 0.00 % 0 0.00 0 0.5477 % 2,290.1
FixedFloater 0.00 % 0.00 % 0 0.00 0 0.5477 % 3,425.8
Floater 3.18 % 3.21 % 74,396 19.22 3 0.5477 % 2,472.7
OpRet 4.79 % 3.79 % 40,298 0.92 5 -0.3765 % 2,518.4
SplitShare 5.47 % 4.87 % 67,868 4.69 3 0.0399 % 2,765.7
Interest-Bearing 0.00 % 0.00 % 0 0.00 0 -0.3765 % 2,302.9
Perpetual-Premium 5.34 % 2.35 % 97,322 0.49 27 0.1047 % 2,261.6
Perpetual-Discount 4.96 % 4.89 % 104,060 15.60 6 0.0683 % 2,507.9
FixedReset 4.99 % 3.00 % 181,955 3.99 71 -0.0163 % 2,416.3
Deemed-Retractible 4.97 % 3.61 % 143,803 2.65 46 0.0734 % 2,340.0
Performance Highlights
Issue Index Change Notes
BAM.PR.O OpRet -1.36 % YTW SCENARIO
Maturity Type : Option Certainty
Maturity Date : 2013-06-30
Maturity Price : 25.00
Evaluated at bid price : 25.32
Bid-YTW : 3.94 %
CIU.PR.B FixedReset -1.09 % YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-06-01
Maturity Price : 25.00
Evaluated at bid price : 27.13
Bid-YTW : 2.52 %
BMO.PR.L Deemed-Retractible 1.15 % YTW SCENARIO
Maturity Type : Call
Maturity Date : 2013-05-25
Maturity Price : 26.00
Evaluated at bid price : 27.31
Bid-YTW : 0.58 %
BAM.PR.B Floater 1.59 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-20
Maturity Price : 16.66
Evaluated at bid price : 16.66
Bid-YTW : 3.17 %
Volume Highlights
Issue Index Shares
Traded
Notes
NA.PR.M Deemed-Retractible 243,201 Deleted from TXPR.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2013-05-15
Maturity Price : 26.00
Evaluated at bid price : 26.86
Bid-YTW : 1.17 %
FTS.PR.H FixedReset 173,269 Deleted from TXPR.
YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-20
Maturity Price : 23.51
Evaluated at bid price : 25.31
Bid-YTW : 2.68 %
PWF.PR.R Perpetual-Premium 159,855 National Bank crossed five blocks: two of 23,300 each, one of 50,000 and two of 28,400 each, all at 26.37.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2021-04-30
Maturity Price : 25.00
Evaluated at bid price : 26.21
Bid-YTW : 4.82 %
ENB.PR.N FixedReset 135,450 Recent new issue.
YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-20
Maturity Price : 23.13
Evaluated at bid price : 25.10
Bid-YTW : 3.74 %
ENB.PR.F FixedReset 88,266 TD crossed 80,900 at 25.50.
YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-20
Maturity Price : 23.26
Evaluated at bid price : 25.47
Bid-YTW : 3.59 %
RY.PR.I FixedReset 86,072 TD crossed 16,400 at 25.85; RBC crossed 60,000 at the same price.
YTW SCENARIO
Maturity Type : Hard Maturity
Maturity Date : 2022-01-31
Maturity Price : 25.00
Evaluated at bid price : 25.86
Bid-YTW : 3.13 %
There were 37 other index-included issues trading in excess of 10,000 shares.
Wide Spread Highlights
Issue Index Quote Data and Yield Notes
BNS.PR.O Deemed-Retractible Quote: 27.04 – 27.90
Spot Rate : 0.8600
Average : 0.5136

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2013-04-26
Maturity Price : 26.00
Evaluated at bid price : 27.04
Bid-YTW : -0.09 %

BAM.PR.O OpRet Quote: 25.32 – 25.74
Spot Rate : 0.4200
Average : 0.2736

YTW SCENARIO
Maturity Type : Option Certainty
Maturity Date : 2013-06-30
Maturity Price : 25.00
Evaluated at bid price : 25.32
Bid-YTW : 3.94 %

TCA.PR.X Perpetual-Premium Quote: 50.85 – 51.35
Spot Rate : 0.5000
Average : 0.3676

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2013-10-15
Maturity Price : 50.00
Evaluated at bid price : 50.85
Bid-YTW : 4.06 %

ENB.PR.B FixedReset Quote: 25.40 – 25.71
Spot Rate : 0.3100
Average : 0.1925

YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-20
Maturity Price : 23.30
Evaluated at bid price : 25.40
Bid-YTW : 3.51 %

ENB.PR.D FixedReset Quote: 25.32 – 25.63
Spot Rate : 0.3100
Average : 0.1951

YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-20
Maturity Price : 23.23
Evaluated at bid price : 25.32
Bid-YTW : 3.51 %

BNS.PR.X FixedReset Quote: 26.47 – 26.73
Spot Rate : 0.2600
Average : 0.1560

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-04-25
Maturity Price : 25.00
Evaluated at bid price : 26.47
Bid-YTW : 2.70 %

July 19, 2012

Friday, July 20th, 2012

A story on the potential for LIBOR lawsuits:

Plaintiffs would face difficulties, such as proving how much money they lost, said Roy Smith, a finance professor at New York University’s Stern School of Business and a former Goldman Sachs partner. Because Libor rates excluded some of the highest and lowest estimates, it may be hard to calculate which firms were culpable for influencing the outcome, he said.

Regulators may also have known that banks were fixing Libor and neglected to stop it, which could make a court case yet more complex, Smith said. U.K. lawmakers have been questioning Bank of England Governor Mervyn King and his deputy Paul Tucker on their roles in the scandal. The Federal Reserve Bank of New York last week released documents showing it knew Barclays underreported rates and recommended changes to Libor.

“It makes it even more complicated when the regulators appear to have known about it and not have objected to it, which means it wasn’t illegal,” Smith said. “All I can say is, ‘Good luck with your lawsuit.’”

Meanwhile, in news of the Great Financial Repression:

The Treasury sold $15 billion in 10- year inflation-indexed notes at a record negative yield as investors sought a hedge against rising consumer prices amid speculation the Federal Reserve will add more stimulus.

The Treasury Inflation Protected Securities, or TIPS, were sold at a so-called high yield of negative 0.637 percent, the fourth consecutive auction of the securities where investors were willing to pay the U.S. to hold their principal. Five-year TIPS have also been sold at negative yields at the past five auctions of the securities.

Will wonders never cease? Asset managers are competing on price:

Federated Investors Inc. (FII) will replace Fidelity’s Pyramis Global Advisors in providing management services for the Massachusetts Municipal Depository Trust, which oversees money for the state and about 290 local governments, state Treasurer Steven Grossman announced today. Pyramis has managed the funds for the trust since it was created in 1977, he said.

The new contract will cut costs by 34 percent, or almost $8.2 million, over three years through lower investment fees, Grossman said in a statement. Federated, based in Pittsburgh, has also committed to expanding its Boston office and the three- year contract can be extended for two years, he said.

Of course, there’s such a thing as doing asset management too cheaply!

Here’s yet another revolving door:

Air Canada says a senior aide to Prime Minister Stephen Harper will become the airline’s vice-president for corporate strategy and government affairs, starting in September.

Derek Vanstone is currently Harper’s deputy chief of staff and was previously chief of staff to Finance Minister Jim Flaherty from 2007 to 2010.

TMX DataLinx had collywobbles last night when I attempted to retrieve prices, so this report is a day late. Sorry!

HIMIPref™ Preferred Indices
These values reflect the December 2008 revision of the HIMIPref™ Indices

Values are provisional and are finalized monthly
Index Mean
Current
Yield
(at bid)
Median
YTW
Median
Average
Trading
Value
Median
Mod Dur
(YTW)
Issues Day’s Perf. Index Value
Ratchet 0.00 % 0.00 % 0 0.00 0 -0.5045 % 2,277.7
FixedFloater 0.00 % 0.00 % 0 0.00 0 -0.5045 % 3,407.2
Floater 3.19 % 3.21 % 75,081 19.21 3 -0.5045 % 2,459.3
OpRet 4.77 % 2.43 % 41,681 0.92 5 0.0461 % 2,528.0
SplitShare 5.47 % 4.87 % 70,166 4.70 3 0.0133 % 2,764.6
Interest-Bearing 0.00 % 0.00 % 0 0.00 0 0.0461 % 2,311.6
Perpetual-Premium 5.36 % 2.51 % 92,266 0.53 28 -0.0837 % 2,259.2
Perpetual-Discount 4.97 % 4.92 % 103,533 15.60 6 0.1162 % 2,506.2
FixedReset 4.99 % 2.94 % 180,052 4.66 71 -0.0119 % 2,416.7
Deemed-Retractible 4.97 % 3.65 % 144,539 2.65 46 -0.0026 % 2,338.3
Performance Highlights
Issue Index Change Notes
BAM.PR.B Floater -1.50 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-19
Maturity Price : 16.40
Evaluated at bid price : 16.40
Bid-YTW : 3.22 %
POW.PR.A Perpetual-Premium -1.25 % YTW SCENARIO
Maturity Type : Call
Maturity Date : 2012-08-18
Maturity Price : 25.00
Evaluated at bid price : 25.33
Bid-YTW : -9.41 %
SLF.PR.H FixedReset 1.10 % YTW SCENARIO
Maturity Type : Hard Maturity
Maturity Date : 2022-01-31
Maturity Price : 25.00
Evaluated at bid price : 24.82
Bid-YTW : 3.74 %
Volume Highlights
Issue Index Shares
Traded
Notes
ENB.PR.N FixedReset 286,870 YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-19
Maturity Price : 23.12
Evaluated at bid price : 25.08
Bid-YTW : 3.75 %
TD.PR.G FixedReset 180,338 YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-04-30
Maturity Price : 25.00
Evaluated at bid price : 26.70
Bid-YTW : 2.21 %
ENB.PR.F FixedReset 146,812 YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-19
Maturity Price : 23.25
Evaluated at bid price : 25.45
Bid-YTW : 3.59 %
BNS.PR.Y FixedReset 103,302 YTW SCENARIO
Maturity Type : Hard Maturity
Maturity Date : 2022-01-31
Maturity Price : 25.00
Evaluated at bid price : 25.25
Bid-YTW : 2.58 %
MFC.PR.I FixedReset 81,974 YTW SCENARIO
Maturity Type : Hard Maturity
Maturity Date : 2022-01-31
Maturity Price : 25.00
Evaluated at bid price : 25.07
Bid-YTW : 4.32 %
BNS.PR.L Deemed-Retractible 67,296 YTW SCENARIO
Maturity Type : Call
Maturity Date : 2016-04-27
Maturity Price : 25.00
Evaluated at bid price : 25.75
Bid-YTW : 3.62 %
There were 27 other index-included issues trading in excess of 10,000 shares.
Wide Spread Highlights
Issue Index Quote Data and Yield Notes
BMO.PR.L Deemed-Retractible Quote: 27.00 – 27.40
Spot Rate : 0.4000
Average : 0.2398

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2013-05-25
Maturity Price : 26.00
Evaluated at bid price : 27.00
Bid-YTW : 1.96 %

POW.PR.A Perpetual-Premium Quote: 25.33 – 25.77
Spot Rate : 0.4400
Average : 0.2921

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2012-08-18
Maturity Price : 25.00
Evaluated at bid price : 25.33
Bid-YTW : -9.41 %

BAM.PR.B Floater Quote: 16.40 – 16.71
Spot Rate : 0.3100
Average : 0.2051

YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-19
Maturity Price : 16.40
Evaluated at bid price : 16.40
Bid-YTW : 3.22 %

TRP.PR.B FixedReset Quote: 25.25 – 25.47
Spot Rate : 0.2200
Average : 0.1356

YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2042-07-19
Maturity Price : 23.47
Evaluated at bid price : 25.25
Bid-YTW : 2.48 %

PWF.PR.R Perpetual-Premium Quote: 26.15 – 26.39
Spot Rate : 0.2400
Average : 0.1616

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2021-04-30
Maturity Price : 25.00
Evaluated at bid price : 26.15
Bid-YTW : 4.85 %

TCA.PR.X Perpetual-Premium Quote: 50.70 – 51.00
Spot Rate : 0.3000
Average : 0.2224

YTW SCENARIO
Maturity Type : Call
Maturity Date : 2013-10-15
Maturity Price : 50.00
Evaluated at bid price : 50.70
Bid-YTW : 4.30 %

DBRS: HSB on Review-Negative

Friday, July 20th, 2012

A DBRS headline states that DBRS Places HSBC Bank Canada Under Review with Negative Implications but details are Top Secret and available for subscribers only.

DBRS simultaneously placed HSBC USA Inc. and HSBC Bank USA, NA under review negative:

The ratings action follows DBRS’s placement of its ratings for HSBC Holdings plc (HSBC or the Group – rated AA (high)), HUSI’s and HBUS’s ultimate parent, Under Review with Negative Implications. Separately, DBRS has withdrawn its ratings on HUSI’s FDIC-guaranteed debt as this debt has been repaid.

The placement of HSBC’s ratings Under Review was driven by the combination of more detailed revelations of the Group’s historic missteps in relation to certain regulatory and legal issues, as well as the changed environment that poses greater challenges to HSBC’s franchise and credit fundamentals.

The review will focus on HSBC Holdings plc’s prospects for ensuring that it delivers on improved controls to prevent future missteps. The review will also consider the evolving LIBOR/EURIBOR investigations and the more negative environment for large banking organizations. Among the consequences, HSBC’s organization and credit fundamentals could be impacted through increased compliance costs, added fees, limits on pay, increased capital requirements and ring-fencing that could disrupt the efficient operation of a global universal bank.

The missteps referred to are almost certainly the results of the US Senate probe:

HSBC’s U.S. unit “offers a gateway for terrorists to gain access to U.S. dollars and the U.S. financial system,” according to the subcommittee’s report.

The lender ignored links to terrorist financing among its customer banks, including Riyadh, Saudi Arabia-based Al Rajhi Bank (RJHI), which had ties to terror groups through its owners, the report said.

The report also cited HSBC’s violations of Treasury Department sanctions on dealings with Iran.

An outside audit by Deloitte LLP showed that 25,000 transactions totaling more than $19.4 billion involved Iran, according to the report. Of those, as many as 90 percent passed through the bank’s U.S. accounts with no disclosure of ties to Iran, the report shows. Senate investigators documented similar transactions involving North Korea, Cuba, Sudan and Burma.

Bank documents also showed HSBC’s U.S. unit cleared transactions through at least six Iranian banks.

HSBC Bank Canada is the issuer of HSB.PR.C, HSB.PR.D (both DeemedRetractibles) and HSB.PR.E (FixedReset). All are tracked by HIMIPref™ and assigned to the indicated subindices.