Category: Issue Comments

It will be recalled that MFC.PR.G will reset to 3.891% effective December 19.

Holders of MFC.PR.G have the option to convert to FloatingResets, which will pay 3-month bills plus 290bp on the par value of $25.00, reset quarterly. The deadline for notifying the company of the intent to convert is 5:00 p.m. (Toronto time) on December 5, 2016; but note that this is a company deadline and that brokers will generally set their deadlines a day or two in advance, so there’s not much time to lose if you’re planning to convert! However, if you miss the brokerage deadline they’ll probably do it on a ‘best efforts’ basis if you grovel in a sufficiently entertaining fashion. The ticker for the new FloatingReset will be MFC.PR.Q.

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., BAM.PR.R 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).

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The market appears to have a distaste at the moment for floating rate product; most of the implied rates until the next interconversion are lower than the current 3-month bill rate and the averages for investment-grade and junk issues are both below zero, at -0.34% and -0.65%, 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 MFC.PR.G FixedReset, we may construct the following table showing consistent prices for its soon-to-be-issued FloatingReset counterpart given a variety of Implied Breakeven yields consistent with issues currently trading:

Based on current market conditions, I suggest that the FloatingResets that will result from conversion are likely to be cheap and trading below the price of their FixedReset counterparts. Therefore, I recommend that holders of MFC.PR.G continue to hold the issue and not to convert. I will note that, given the apparent cheapness of the FloatingResets, it may be a good trade to swap the FixedReset for the FloatingReset in the market once both elements of each pair are trading and you can – presumably, according to this analysis – 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.

Note as well that conversion rights are dependent upon at least one million shares of each series being outstanding after giving effect to holders’ instructions; e.g., if only 100,000 shares of MFC.PR.G are tendered for conversion, then no conversions will be allowed; but if only 100,000 shares of MFC.PR.G will remain after the rest are all tendered, then conversion will be mandatory. However, this is relatively rare: all Strong Pairs have some version of this condition; there are 49 Strong Pairs outstanding; and only eight issues which did not create the potential Strong Pair.

On November 14, Sun Life Financial Inc. announced:

that it does not intend to exercise its right to redeem its outstanding Class A Non-Cumulative Rate Reset Preferred Shares Series 12R (the “Series 12R Shares”) on December 31, 2016. As a result, subject to certain conditions, the holders of Series 12R Shares will have the right, at their option, to convert all or part of their Series 12R Shares on a one-for-one basis into Class A Non-Cumulative Floating Rate Preferred Shares Series 13QR of Sun Life Financial (the “Series 13QR Shares”) on December 31, 2016. Holders of Series 12R Shares who do not exercise their right to convert their Series 12R Shares into Series 13QR Shares on that date will retain their Series 12R Shares.

The foregoing conversions are subject to the following conditions: (i) if Sun Life Financial determines that there would be less than one million Series 12R Shares outstanding after December 31, 2016, then all remaining Series 12R Shares will automatically be converted into Series 13QR Shares on a one-for-one basis on December 31, 2016, and (ii) alternatively, if Sun Life Financial determines that there would be less than one million Series 13QR Shares outstanding after December 31, 2016, no Series 12R Shares will be converted into Series 13QR Shares. In either case, Sun Life Financial will give written notice to that effect to any registered holder affected by the preceeding minimums on or before Thursday, December 22, 2016.

The dividend rate applicable to the Series 12R Shares for the five-year period commencing on December 31, 2016 to but excluding December 31, 2021, and the dividend rate applicable to the Series 13QR Shares for the three-month period commencing on December 31, 2016 to but excluding March 31, 2017, will be determined on Thursday, December 1, 2016 and will be announced in a news release on December 1, 2016.

Beneficial owners of Series 12R Shares who wish to exercise their right of conversion should communicate as soon as possible with their broker or other nominee and should ensure that their instructions are followed in order to ensure that the deadline to exercise such right of conversion is met, which is 5:00 p.m. (ET) on Friday, December 16, 2016.

Subject to regulatory approval, Sun Life Financial: (i) may redeem the Series 12R Shares and the Series 13QR Shares in whole or in part on December 31, 2021 and on the 31st of December in every fifth year thereafter by the payment of an amount for each share so redeemed of $25.00, together with all declared and unpaid dividends to the date fixed for such redemption, and (ii) may redeem the Series 13QR Shares in whole or in part on any other date after December 31, 2016 by the payment of an amount for each share so redeemed of $25.50, together with all declared and unpaid dividends to the date fixed for such redemption.

An application will be made to list the Series 13QR Shares on the Toronto Stock Exchange.

SLF.PR.I is a FixedReset, 4.25%+273, that commenced trading 2011-11-10 after being announced 2011-11-3.

I will report the reset rate on SLF.PR.I when it becomes available.

DBRS has announced that it:

has today upgraded the rating on the Preferred Shares issued by Life & Banc Split Corp. (the Company) to Pfd-3. In October 2006, the Company raised gross proceeds of $300 million by issuing 12 million Preferred Shares at $10 each and an equal number of Class A Shares at $15 each. Since then, the Company has completed several additional treasury offerings. The redemption date for both classes of shares issued is November 29, 2018. The board of directors may extend the Company’s term and the shares by successive terms of up to five years, provided that shareholders are given an optional retraction right at the end of each successive term.
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Although the performance of the Portfolio has experienced some volatility over the past year, the downside protection has shown a steady recovery in the last four months. It stands at 47.7% as of November 17, 2016. The dividend coverage ratio is about 1.1 times (x).

Update, 2016-11-28: Brompton press release.

Enbridge Inc. has announced:

that it has closed its previously announced public offering of Cumulative Redeemable Minimum Rate Reset Preference Shares, Series 17 (the “Series 17 Preferred Shares”) by a syndicate of underwriters led by TD Securities Inc., CIBC Capital Markets, Scotiabank, and RBC Capital Markets. Enbridge issued 30 million Series 17 Preferred Shares for gross proceeds of $750 million. The Series 17 Preferred Shares will begin trading on the TSX today under the symbol ENB.PF.I. Proceeds are expected to be used to partially fund capital projects, to reduce existing indebtedness and for other general corporate purposes of the Company and its affiliates.

ENB.PF.I is a FixedReset 5.15%+414M515, announced November 15. It will be tracked by HIMIPref™ and has been added to the Scraps index due to credit concerns.

The issue traded 1,825,658 shares today in a range of 24.85-00 before closing at 24.95-96, 20×16. Vital statistics are:

Manulife Financial Corporation has announced:

that it has completed its offering of 19 million Non-cumulative Rate Reset Class 1 Shares Series 23 (the “Series 23 Preferred Shares”) at a price of $25 per share to raise gross proceeds of $475 million.

The offering was underwritten by a syndicate of investment dealers co-led by RBC Capital Markets, BMO Capital Markets and Scotiabank. The Series 23 Preferred Shares commence trading on the Toronto Stock Exchange today under the ticker symbol MFC.PR.R.

The Series 23 Preferred Shares were issued under a prospectus supplement dated November 15, 2016 to Manulife’s short form base shelf prospectus dated December 17, 2015.

MFC.PR.R is a FixedReset, 4.85%+383, announced November 14. The issue will be tracked by HIMIPref™ and has been assigned to the FixedReset subindex.

As this issue is from an insurer and there is no provision for conversion into common shares at the option of the issuer, I consider this to be subject to my Deemed Retraction policy; accordingly I have placed a maturity entry dated 2025-1-31 at par in the call schedule of this instrument for analytical purposes. Note that this approach is due to analysis and there is no contractual provision in the terms of issue for any such maturity.

The issue traded 989,738 shares today in a range of 24.68-90 before closing at 24.84-89, 5×74. Vital statistics are:

Implied Volatility analysis suggests the issue is rich relative to its peers – the theoretical price is 23.95.

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Manulife Financial Corporation has announced:

the applicable dividend rates for its Non-cumulative Rate Reset Class 1 Shares Series 5 (the “Series 5 Preferred Shares”) (TSX: MFC.PR.G) and Non-cumulative Floating Rate Class 1 Shares Series 6 (the “Series 6 Preferred Shares”).

With respect to any Series 5 Preferred Shares that remain outstanding after December 19, 2016, holders thereof 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 December 20, 2016, and ending on December 19, 2021, will be 3.89100% per annum or $0.243188 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at November 21, 2016, plus 2.90%, as determined in accordance with the terms of the Series 5 Preferred Shares.

With respect to any Series 6 Preferred Shares that may be issued on December 19, 2016 in connection with the conversion of the Series 5 Preferred Shares into the Series 6 Preferred Shares, holders thereof will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, calculated on the basis of actual number of days elapsed in each quarterly floating rate period divided by 365, 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 three-month period commencing on December 20, 2016, and ending on March 19, 2017, will be 0.83885% (3.40200% on an annualized basis) or $0.209713 per share, being equal to the sum of the three-month Government of Canada Treasury bill yield as at November 21, 2016, plus 2.90%, as determined in accordance with the terms of the Series 6 Preferred Shares.

Beneficial owners of Series 5 Preferred Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (Toronto time) on December 5, 2016. The news release announcing such conversion right was issued on October 20, 2016 and can be viewed on SEDAR or Manulife’s website. Conversion inquiries should be directed to Manulife’s Registrar and Transfer Agent, CST Trust Company, at 1-800-387-0825.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 6 Preferred Shares effective upon conversion. Listing of the Series 6 Preferred Shares is subject to Manulife fulfilling all the listing requirements of the TSX and, upon approval, the Series 6 Preferred Shares will be listed on the TSX under the trading symbol “MFC.PR.Q”.

The prior notice of extension was reported on PrefBlog.

I will make a recommendation regarding whether to convert or hold MFC.PR.G at month-end.

DBRS has announced that it:

has today maintained its status of Under Review with Negative Implications on the BBB Issuer Rating and Senior Unsecured Notes rating and the Pfd-3 Preferred Share rating of Veresen Inc. (Veresen or the Company). The ratings were placed Under Review with Negative Implications on August 4, 2016, following the Company’s announcement that it will sell its power generation business, suspend its Premium Dividend and Dividend Reinvestment Plan (DRIP) from August 2016 and maintain its current dividend payout. Proceeds from the sale of the power business will be invested to develop Veresen’s midstream projects in the core natural gas and natural gas liquids infrastructure business.
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Overall, DBRS believes that the weakness in Veresen’s business risk profile will not be mitigated by any meaningful improvement in the Company’s financial risk profile and will likely result in lower ratings. DBRS recognizes that there are execution risks related to the sale of the power business, and any delays in the execution and change in market conditions could affect the Company’s financial risk profile. Consequently, DBRS has placed Veresen’s ratings Under Review with Negative Implications. DBRS expects any downgrade of the Company’s ratings to be limited to one notch. DBRS will further review the details relating to the sale of the power business as they become available and aims to resolve the Under Review with Negative Implications status after the sale transactions have closed. Veresen expects to enter into binding sale agreements in Q1 2017, with closing in the first half of 2017.

I previously reported the placement on Review-Negative in early August, 2016.

Affected issues are VSN.PR.A, VSN.PR.C and VSN.PR.E.

TransCanada Corporation has announced:

that it has completed its public offering of cumulative redeemable minimum rate reset first preferred shares, series 15 (the “Series 15 Preferred Shares”). TransCanada issued 40 million Series 15 Preferred Shares for aggregate gross proceeds of $1.0 billion through a syndicate of underwriters co-led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets and TD Securities Inc.

The net proceeds of the offering will be used for general corporate purposes and to reduce short term indebtedness of TransCanada and its affiliates, which short term indebtedness was used to fund TransCanada’s capital program and for general corporate purposes.

The Series 15 Preferred Shares will begin trading today on the TSX under the symbol TRP.PR.K.

TRP.PR.K is a FixedReset, 4.90%+385M490, announced 2016-11-14. It will be tracked by HIMIPref™ and has been assigned to the FixedResets subindex.

The issue traded a whopping 1,943,523 shares today in a range of 24.80-99 before closing at 24.80-81, 316×12. The volume only places it 38th on my all-time high-volume list; it’s well behind the 4.3-million odd shares of BMO.PR.B traded 2016-10-21. Vital statistics are:

Implied Volatility leads to a suspicion that this issue is overpriced in relation to its peers:

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Standard & Poor’s has announced:

• •We have revised our view of IGM’s importance to its ultimate parent, Power Corp. of Canada, to moderately strategic from nonstrategic.
• •We are upgrading IGM to ‘A+/A-1+’ from ‘A/A-1’ and raising all of our
  issue-level ratings by one notch.

• •The stable outlook reflects our expectation that IGM will maintain a strong market position in Canada while keeping stable-to-improving profitability and coverage ratios.

…
“The upgrade follows our reassessment of IGM as a moderately strategic subsidiary of Power Corp. of Canada compared with our previous assessment of nonstrategic under our group rating methodology,” said S&P Global Ratings credit analyst Brian Estiz. “We base our reassessment of the group credit profile on our belief that IGM is an important part of Power’s long-term strategy and is unlikely to be sold in the near term. We believe that Power would support the company to a limited extent if there was need. IGM represents about 20% of Power Financial Corp.’s earnings, which in turn represents about 85% of Power’s net earnings. We consider Power’s business risk profile excellent, largely because of the leading market positions of IGM and Great-West Life, which both have the No. 1 market position in Canada in their respective businesses and have reported stable earnings over the past few years.”

This follows the downgrade of December, 2014.

On November 17, Quadravest announced:

Financial 15 Split Corp. (the “Company”) is pleased to announce it has filed a preliminary short form prospectus in each of the provinces of Canada with respect to an offering of Preferred Shares and Class A Shares of the Company. The offering will be co-led by National Bank Financial Inc., CIBC, RBC Capital Markets, Scotia Capital Inc., and will also include BMO Capital Markets, GMP Securities L.P., Canaccord Genuity Corp., Raymond James, Desjardins Securities Inc., Mackie Research Capital Corporation and Manulife Securities Incorporated.

The Preferred Shares will be offered at a price of $10.00 per Preferred Share to yield 5.25% and the Class A Shares will be offered at a price of $8.75 per Class A Share to yield 17.24%.

The closing price on the TSX of each of the Preferred Shares and the Class A Shares on November 16, 2016 was $10.15 and $9.02, respectively.

Since inception of the Company, the aggregate dividends paid on the Preferred Shares have been $6.81 per share and the aggregate dividends paid on the Class A Shares have been $15.63 per share, for a combined total of $22.44. All distributions to date have been made in tax advantage eligible Canadian dividends or capital gains dividends.

The net proceeds of the offering will be used by the Company to invest in an actively managed, high quality portfolio consisting of 15 financial services companies made up of Canadian and U.S. issuers as follows:

Bank of Montreal	National Bank of Canada	Bank of America Corp.
The Bank of Nova Scotia	Manulife Financial Corporation	Citigroup Inc.
Canadian Imperial Bank of Commerce	Sun Life Financial Services of Canada Inc.	Goldman Sachs Group Inc.
Royal Bank of Canada	Great-West Lifeco Inc.	JP Morgan Chase & Co.
The Toronto-Dominion Bank	CI Financial Corp.	Wells Fargo & Co.

The Company’s investment objectives are:
Preferred Shares:
i. to provide holders of the Preferred Shares with fixed, cumulative preferential monthly cash dividends currently in the amount of 5.25% annually, to be set by the Board of Directors annually subject to a minimum of 5.25% until 2020; and
ii. on or about the termination date, currently December 1, 2020 (subject to further 5 year extensions thereafter), to pay the holders of the Preferred Shares $10.00 per Preferred Share.

Class A Shares:
i. to provide holders of the Class A Shares with regular monthly cash dividends in an amount to be determined by the Board of the Directors; and
ii. to permit holders to participate in all growth in the net asset value of the Company above $10 per Unit, by paying holders on or about the termination date of December 1, 2020 (subject to further 5 year extensions thereafter) such amounts as remain in the Company after paying $10 per Preferred Share.

The sales period of this overnight offering will end at 9:00 a.m. EST on November 18, 2016.

On November 18, Quadravest further announced:

Financial 15 Split Corp. (the “Company”) is pleased to announce it has completed the overnight marketing of up to 2,040,000 Preferred Shares and up to 2,040,000 Class A Shares of the Company. Total proceeds of the offering are expected to be approximately $38.3 million.

The offering is being co-led by National Bank Financial Inc., CIBC, RBC Capital Markets, Scotia Capital Inc., and also includes BMO Capital Markets, GMP Securities L.P., Canaccord Genuity Corp., Raymond James, Desjardins Securities Inc., Mackie Research Capital Corporation and Manulife Securities Incorporated.

The sales period of the overnight offering has now ended.

There was a similar offering in November 2015.

The offering price of $18.75 per unit looks pretty good compared to the November 15 NAVPU of $16.80. They’ve done well!

The fund is getting quite large (and therefore, the preferred shares are getting quite liquid!) – according to the 16H1 Financial Statements, total fund assets were $297.3-million with just over 19-million units outstanding.

Update 2016-12-2: Deal closed:

Financial 15 Split Corp. (the “Company”) is pleased to announce it has completed the overnight offering of 2,040,000 Preferred Shares and 2,040,000 Class A Shares of the Company. Total proceeds of the offering were $38.3 million, bringing the Company’s net assets to approximately $366.2 million. The shares will trade on the Toronto Stock Exchange under the existing symbols of FTN.PR.A (Preferred Shares) and FTN (Class A Shares).

The Preferred Shares were offered at a price of $10.00 per Preferred Share to yield 5.25% and the Class A Shares were offered at a price of $8.75 per Class A Share to yield 17.24%.

The offering was co-led by National Bank Financial Inc., CIBC, RBC Capital Markets, Scotia Capital Inc., and also included BMO Capital Markets, GMP Securities L.P., Canaccord Genuity Corp., Raymond James, Desjardins Securities Inc., Mackie Research Capital Corporation and Manulife Securities Incorporated.