Category: Issue Comments

Issue Comments

BSC.PR.B Proposes Term Extension For Capital Units; Preferreds To Be Redeemed On Schedule

The Bank of Nova Scotia has announced:

BNS Split Corp. II (the “Company”) announced today that its Board of Directors has approved a proposal to reorganize the Company. The reorganization will permit holders of Capital Shares to extend their investment in the Company beyond the scheduled redemption date of September 22, 2015 for an additional five years. The Preferred Shares will be redeemed on the same terms originally contemplated in their share provisions. Holders of Capital Shares who do not wish to extend their investment and all holders of Preferred Shares will have their shares redeemed on September 22, 2015.

The reorganization will involve (i) the extension of the originally scheduled redemption date, (ii) a special retraction right to enable holders of Capital Shares to retract their shares as originally contemplated should they not wish to extend their investment and (iii) the issuance of a new class of preferred shares in order to provide continuing leverage for the Capital Shares. The Company may also offer additional Capital Shares at the time of the preferred share offering.

A special meeting of holders of the Capital Shares will be held on August 7, 2015 to consider and vote upon the proposed reorganization. Details of the proposed reorganization will be outlined in an information circular to be prepared and delivered to holders of Capital Shares of record on July 9, 2015 in connection with the special meeting and will be available on www.sedar.com. Implementation of the proposed reorganization will also be subject to applicable regulatory approval including the Toronto Stock Exchange.

BNS Split Corp. II is a mutual fund corporation created to hold a portfolio of common shares of The Bank of Nova Scotia. Capital Shares and Preferred Shares of BNS Split Corp. II are listed for trading on The Toronto Stock Exchange under the symbols BSC and BSC.PR.B respectively.

BSC.PR.B was last mentioned on PrefBlog when there was a partial call for redemption last September. BSC.PR.B is tracked by HIMIPref™ but is relegated to the Scraps index on volume concerns.

Issue Comments

Moody's Downgrades ENB Preferreds To Junk

Moody’s Investors Service has announced that it [emphasis added]:

has downgraded the senior unsecured ratings for Enbridge Inc. (ENB) to Baa2 from Baa1; for Enbridge Energy Partners L.P. (EEP) to Baa3 from Baa2 and for Enbridge Energy Limited Partnership (EELP) to Baa2 from Baa1. Moody’s affirmed the Baa2 senior unsecured rating on Enbridge Income Fund (EIF) and the Prime-2 commercial paper rating for Enbridge (U.S.) Inc. For all these entities, the rating outlooks are stable. For a complete list of Moody’s ratings actions see the end of this press release.

The downgrade of ENB reflects the reduction in financial flexibility following the company’s change in its distribution policy, the increased level of structural subordination at the ENB level, principally due to the transfer of Enbridge Pipelines Inc.(EPI) and Enbridge Pipelines Athabasca (EPA) to EIF and the ongoing capital structure complexity within the group. Dividends per share at ENB will increase by 33% in 2015, because the company changed its dividend policy to 40-50% of cash flow from operations from 60-70% of earnings. We see ENB implementing more shareholder-friendly policies at a time when the group continues to move forward with its large capital program, with increasing execution risk. Structural subordination is also increasing because EPI and EPA, the assets being transferred to EIF, will no longer be held directly by ENB. Cash flow from these assets must service obligations at EIF, including EIF’s debt, before servicing ENB creditors. This more than offsets the transfer of interests of EEP to ENB from EPI.

Rating Outlook

The outlook for the group is stable.

ENB: What could change the rating up

Given the large capital program and high leverage, an upgrade is unlikely until the completion of the capital program in 2017. Beyond that, we could raise the ratings if proportionately consolidated Debt/EBITDA is forecast in the 4-5x range on a sustained basis.

ENB: What could change the rating down

A failure to execute the capital program on time and budget or a negative deviation from our proportionately consolidated financial forecast could result in a downgrade. A deterioration in the business risk profile of the company or proportionately consolidated Debt/EBITDA sustained above 5.5x following the completion of the large capital program could also lead to a downgrade.

..Issuer: Enbridge Inc.

…. Issuer Rating, Downgraded to Baa2 from Baa1

….Preferred Stock Shelf, Downgraded to (P)Ba1 from (P)Baa3

….Senior Unsecured Shelf and MTN program, Downgraded to (P)Baa2 from (P)Baa1

….Subordinated Shelf, Downgraded to (P)Baa3 from (P)Baa2

….Pref. Stock Preferred Stock, Downgraded to Ba1 from Baa3

….Pref. Stock Preferred Stock, Downgraded to (P)Ba1 from (P)Baa3

….Senior Unsecured Medium-Term Note Program, Downgraded to (P)Baa2 from (P)Baa1

….Senior Unsecured Regular Bond/Debentures, Downgraded to Baa2 from Baa1

And yes, I checked … Ba1 is not investment grade by Moody’s definition.

This follows the downgrade by S&P to P-2(low) (still investment grade!) which was also with respect to the Dropdown.

Affected issues are: ENB.PF.A, ENB.PF.C, ENB.PF.E, ENB.PF.G, ENB.PR.A, ENB.PR.B, ENB.PR.D, ENB.PR.F, ENB.PR.H, ENB.PR.J, ENB.PR.N, ENB.PR.P, ENB.PR.T and ENB.PR.Y.

Hat-tip to Assiduous Reader gsp for bringing this development to my attention!

Issue Comments

LBS.PR.A To Get Bigger

Brompton Group has announced:

Life & Banc Split Corp. (the “Company”) is pleased to announce it has filed a preliminary short form prospectus with respect to a treasury offering of class A shares and preferred shares. The class A and preferred shares have been priced at $9.65 per class A share and $10.10 per preferred share. The offering prices were determined so as to be non-dilutive to the net asset value per unit of the Company on June 23, 2015, as adjusted for dividends accrued prior to or upon settlement of the offering.

The Company invests in a portfolio of common shares of the six largest Canadian banks (“Banks”) and the four major publicly traded Canadian life insurance companies (“Lifecos”). Currently, the portfolio consists of common shares of the following Banks and Lifecos:

The Bank of Nova Scotia Royal Bank of Canada
National Bank of Canada Industrial Alliance Insurance and Financial Services Inc.
The Toronto-Dominion Bank Great-West Lifeco Inc.
Canadian Imperial Bank of Commerce Manulife Financial Corporation
Bank of Montreal Sun Life Financial Inc.

The investment objectives for the class A shares are to provide holders with regular monthly cash distributions targeted to be $0.10 per class A share and to provide the opportunity for growth in net asset value per class A share.

The investment objectives for the preferred shares are to provide holders with fixed cumulative preferential quarterly cash distributions in the amount of $0.11875 per preferred share ($0.475 per annum), representing a yield on the original issue price of 4.75% per annum, and to return the original issue price to holders of preferred shares on the maturity date of the Company, November 29, 2018.

The syndicate of agents for the offering is being led by RBC Capital Markets, CIBC and Scotiabank, and includes TD Securities Inc., BMO Capital Markets, National Bank Financial Inc., GMP Securities L.P., Raymond James Ltd., Canaccord Genuity Corp., Desjardins Securities Inc., Dundee Securities Ltd., Haywood Securities Inc., Industrial Alliance Securities Inc. and Mackie Research Capital Corporation.

What a joy it is when you can sell fund units valued at 18.93 as of June 23 for 19.75!

LBS.PR.A was last mentioned on PrefBlog when they raised 25.5-million in a similar offering in April. This issue is tracked by HIMIPref™ but is relegated to the Scraps index on credit concerns.

Update, 2015-6-30: Final prospectus filed:

Life & Banc Split Corp. (the “Company”) is pleased to announce that it has filed a final short form prospectus with respect to a treasury offering of up to 1,860,000 class A shares and up to 1,860,000 preferred shares for aggregate gross proceeds of up to approximately $36.7 million.

Issue Comments

SLF.PR.G / SLF.PR.J: 50% Conversion to FloatingResets

Sun Life Financial Inc. has announced:

that 6,007,314 of its 11,200,000 Class A Non-cumulative Rate Reset Preferred Shares Series 8R (the “Series 8R Shares”) have been elected for conversion on June 30, 2015, on a one-for-one basis, into Class A Non-cumulative Floating Rate Preferred Shares Series 9QR (the “Series 9QR Shares”). Consequently, on June 30, 2015, Sun Life Financial will have 5,192,686 Series 8R Shares and 6,007,314 Series 9QR Shares issued and outstanding. The Series 8R Shares and Series 9QR Shares will be listed on the Toronto Stock Exchange under the symbols SLF.PR.G and SLF.PR.J, respectively.

Subject to regulatory approval, Sun Life Financial may redeem the Series 8R Shares and the Series 9QR Shares in whole or in part on June 30, 2020 and on the 30th of June every five years thereafter.

The conversion rate is much higher than the most recent conversion, FTS.PR.H / FTS.PR.I, in which a 30% conversion was seen.

And the conversion rate flies in the face of my recommendation to hold SLF.PR.G, the FixedReset. Oh well, we’ll see how it turns out.

Issue Comments

ENB Finalizes Dropdown; S&P Downgrades To P-2(low); DBRS Review-Negative

Enbridge Inc. has announced:

  • •$30.4 billion transfer of the Canadian Mainline, the Regional Oil Sands System and Canadian renewable energy assets to Enbridge Income Fund
  • •Transaction supports higher dividend payout and positions Enbridge to extend its industry leading growth rate beyond 2018
  • •Available Cash Flow from Operations growth expected to average approximately 18 percent from 2014 to 2018
  • •33 percent dividend per share growth in 2015, as previously announced
  • •14 to 16 percent expected annual average dividend per share growth from 2016 to 2018
  • •Transformation of Enbridge Income Fund Holdings to a premier Liquids Pipelines investment vehicle in Canada
  • •Enbridge to remain as manager and operator of transferred assets

Enbridge Inc. (TSX:ENB) (NYSE:ENB) (Enbridge or the Company) has reached agreement with Enbridge Income Fund (the Fund) to transfer its Canadian Liquids Pipelines Business, held by Enbridge Pipelines Inc. (EPI) and Enbridge Pipelines Athabasca Inc. (EPA), and certain Canadian renewable energy assets to the Fund for consideration payable at closing valued at $30.4 billion (the Transaction). The Transaction is subject to customary regulatory approvals and closing conditions, as well as a vote of the public shareholders of Enbridge Income Fund Holdings Inc. (TSX: ENF) (ENF), which is expected to occur in August 2015.

The Transaction is a key component of Enbridge’s Financial Strategy Optimization introduced in December of last year which included an increase in the Company’s targeted dividend payout. It advances the Company’s sponsored vehicle strategy and supports Enbridge’s previously announced 33 percent dividend increase in 2015 and expected annual average dividend per share (DPS) growth of 14 to 16 percent from 2016 through to 2018. It also positions Enbridge to extend its industry leading DPS growth beyond 2018. The Transaction is expected to provide Enbridge with an alternate source of funding for its enterprise wide growth initiatives and enhance its competitiveness for new organic growth opportunities and asset acquisitions.

The transaction (often referred to as the dropdown), and its resultant rating agency unhappiness with the company, was discussed on PrefBlog in December, 2014. Now it has advanced a step and the first thing that happened was a downgrade from S&P:

  • •We are lowering our ratings on Calgary, Alta.-based Enbridge Inc. (EI), Enbridge Pipelines Inc. (EPI), and Toronto-based Enbridge Gas Distribution Inc. (EGD), including our long-term corporate credit rating on each to ‘BBB+’ from ‘A-‘.
  • •We are also lowering our corporate credit rating on Houston-based Enbridge Energy Partners L.P. (EEP) to ‘BBB’ from ‘BBB+’.
  • •We are removing the ratings from CreditWatch, where they were placed Dec. 4, 2014.
  • •The downgrade reflects our assessment of weak forecast financial metrics at EI.
  • •The announced dropdown transaction of assets to Enbridge Income Fund (EIF) does not change our assessment of business or financial risk profiles at EI, nor does it introduce a sufficient level of subordination to further lower EI debt ratings.
  • •We assess EGD and EPI to be “core” and EEP to be “highly strategic” to EI.


We view Enbridge’s financial risk profile as “aggressive.” The continuing large capital program to expand existing and build new liquids pipelines will continue to pressure financial metrics for the next several years. We forecast adjusted funds from operations (AFFO)-to-debt of 10%-13% under our forecast capital expenditures and financing plans over the next two years. The lower financial risk profile reflects our expectation of lower consolidated funds from operations (FFO)-to-debt ratios that are in the aggressive financial risk profile category using the medial cash flow volatility table. The company has brought large-scale capital projects in service on time and on budget, and we expect this to continue. Financial policy has generally been credit-supportive, although growing capital expenditures from new projects, and the parents support of subsidiary companies with internal equity financing, have shifted to what we believe is a more neutral stance.

A downgrade could occur if AFFO-to-debt stays below 11%, which could result from weaker financial performance, due to mainline volumes falling below expectations, or a more aggressive funding of the large capital program throughout our outlook period.

Maintaining AFFO-to-debt above 15% could result in an upgrade by revising the financial risk profile to “significant” from aggressive.

DBRS was more restrained, changing the status of the Review to Negative from Developing:

DBRS Limited (DBRS) has today changed the status of the following ratings of Enbridge Inc. (ENB) to Under Review with Negative Implications from Under Review with Developing Implications, where they were placed on December 3, 2014:
— Enbridge Inc., Issuer Rating of A (low)
— Enbridge Inc., Medium-Term Notes & Unsecured Debentures rated A (low)
— Enbridge Inc., Cumulative Redeemable Preferred Shares rated Pfd-2 (low)
— Enbridge Inc., Commercial Paper rated R-1 (low)


DBRS expects the combination of the Transaction and the Plan to have a negative impact on ENB’s credit risk profile mainly due to the following factors:

(1) Following completion of the Transaction and the Plan, holders of ENB’s direct external debt would be further away from the cash flow of the assets transferred to EIF (the Transferred Assets). Dividends from the Transferred Assets would be needed to service EIF debt prior to the payment of common dividends to EIFH’s public shareholders and payment of preferred and common share dividends to ENB, the latter of which would be available to meet the obligations to ENB’s external debt and preferred shareholders. Conversely, as part of the Plan, ENB’s direct external debt holders would be closer to EEP’s assets, which would be owned directly by ENB (through EECI) rather than through EPI (and then EECI) following completion of the Plan. For context, however, the Transferred Assets accounted for more than 40% of ENB’s 2014 segment earnings compared with 12% for EEP.

(2) The initial 33% increase in ENB’s common share dividend and its move to a higher dividend payout ratio range (75% to 85% of adjusted earnings, converting to 40% to 50% of available cash flow from operations), combined with the impacts of the Transaction and the Plan, would result in higher consolidated ENB funding needs. Consequently, ENB would be relying more heavily on dividends from (and external funding at) its directly encumbered subsidiaries (including EIF) to finance the direct-to-ENB portion (including its joint ventures with EEP) of the substantial consolidated growth capital expenditure (capex) program over the 2015 to 2018 period. This factor would be at least partly offset by the offloading of at least part of the direct-to-ENB funding needs to EIF. DBRS’s ENB ratings incorporate expected improvement in ENB’s credit metrics on both fully and modified consolidated bases as longer-dated organic growth projects come on-stream and begin to generate cash flow in the later years of its five-year growth capex program.

Based on its review to date, DBRS expects to downgrade all of ENB’s ratings by one notch, with Stable trends, upon completion of the Transaction; therefore, DBRS believes that Under Review with Negative Implications is the appropriate rating action at this time.

Moody’s had nothing to say but the Outlook remains Negative.

Affected issues are: ENB.PF.A, ENB.PF.C, ENB.PF.E, ENB.PF.G, ENB.PR.A, ENB.PR.B, ENB.PR.D, ENB.PR.F, ENB.PR.H, ENB.PR.J, ENB.PR.N, ENB.PR.P, ENB.PR.T and ENB.PR.Y.

Issue Comments

HSE.PR.G Soft On Good Volume

Husky Energy has announced that it:

has completed its recently announced public offering of 6,000,000 Cumulative Redeemable Preferred Shares, Series 7 (the “Series 7 Shares”) with a syndicate of underwriters led by RBC Capital Markets, BMO Capital Markets and Scotia Capital Inc.

The aggregate gross proceeds to Husky from the completed offering are $150 million.

The net proceeds of the offering will be used for general corporate purposes which may include, among other things, the partial repayment of bank debt incurred by the Company to further advance its near-term heavy oil thermal projects.

The Series 7 Shares were offered by way of prospectus supplement to the short form base shelf prospectus of Husky Energy dated February 23, 2015.

Holders of the Series 7 Shares are entitled to receive a cumulative quarterly fixed dividend yielding 4.60 percent annually for the initial period ending June 30, 2020. Thereafter, the dividend rate will be reset every five years at a rate equal to the five-year Government of Canada bond yield plus 3.52 percent.

Holders of Series 7 Shares will have the right, at their option, to convert their shares into Cumulative Redeemable Preferred Shares, Series 8 (the “Series 8 Shares”), subject to certain conditions, on June 30, 2020 and on June 30 every five years thereafter. Holders of the Series 8 Shares will be entitled to receive cumulative quarterly floating dividends at a rate equal to the 90-day Government of Canada Treasury Bill rate plus 3.52 percent.

The Series 7 Shares are listed on the Toronto Stock Exchange under the symbol HSE.PR.G.

HSE.PR.G is a FixedReset, 4.60%+352, announced June 9. It will be tracked by HIMIPref™ and has been assigned to the FixedReset subindex.

The issue traded 1,051,829 shares today (consolidated exchanges) in a range of 24.50-73 before closing at 24.59-60. Since announcement date the FixedReset subindex is down just a hair over 1%, so the weakness in this issue is not fully explained by market movement. Vital statistics are:

HSE.PR.G FixedReset YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2045-06-17
Maturity Price : 23.01
Evaluated at bid price : 24.59
Bid-YTW : 4.54 %

Similarly to the analysis of announcement day, the chart of Implied Volatility for the series of HSE FixedResets indicates that the new issue can be thought of as being a little cheap because the Implied Volatility seems a little high, indicating that there is, perhaps, a little bit more downside protection with the higher-spread issues than with the lower-spread issues.

impVol_HSE_150617
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Update, 2015-6-18: Rated Pfd-2(low) by DBRS.

Issue Comments

SLF.PR.G and TRP.PR.B: Convert or Hold?

It will be recalled that SLF.PR.G will reset to 2.275% effective June 30 and TRP.PR.B will reset at 2.152% effective June 30.

Holders of SLF.PR.G and TRP.PR.B have the option to convert to FloatingResets, which will pay 3-month bills plus 141bp for the SLF issue and 3-month bills plus 128bp for the TRP issue; both rates will be on the par value of $25.00. The deadline for notifying the company of the intent to convert is June 15 for both issues; but note first 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 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., SLF.PR.G and the FloatingReset, SLF.PR.?, that will exist if enough holders convert). Since they will be interconvertible on this future date, it may be assumed that they will be priced identically on this date (if they aren’t then holders will simply convert en masse to the higher-priced issue). And since they will be priced identically on a given date in the future, any current difference in price must be offset by expectations of an equal and opposite value of dividends to be received in the interim. And since the dividend rate on one element of the pair is both fixed and known, the implied average rate of the other, floating rate, instrument can be determined. Finally, we say, we may compare these average rates and take a view regarding the actual future course of that rate relative to the implied rate, which will provide us with guidance on which element of the pair is likely to outperform the other until the next interconversion date, at which time the process will be repeated.

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

pairs_FR_150610
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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! 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; four of the six junk pairs now in existence are not plotted on the graph as they have a negative implied T-Bill rate.

If we plug in the current bid price of the SLF.PR.G and TRP.PR.B FixedResets, we may construct the following table showing consistent prices for their soon-to-be-issued FloatingReset counterparts given a variety of Implied Breakeven yields consistent with issues currently trading:

Estimate of SLF.PR.? and TRP.PR.? FloatingReset Trading Price In Current Conditions
  Assumed FloatingReset
Price if Implied Bill
is equal to
FixedReset Bid Price Spread 0.25% +0.50% +0.75%
SLF.PR.G 16.11 141bp 15.45 15.72 15.99
TRP.PR.B 14.60 128bp 13.94 14.20 14.47

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 SLF.PR.G and TRP.PR.B continue to hold the issues 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 future path of policy rates. 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 SLF.PR.G are tendered for conversion, then no conversions will be allowed; but if only 100,000 shares of SLF.PR.G will remain after the rest are all tendered, then conversion will be mandatory. However, this is relatively rare: all 26 Strong Pairs currently extant have some version of this condition and all but two have both series outstanding.

Issue Comments

L.PR.B Firm On Decent Volume

Loblaw Companies Limited has announced:

the completion today of the sale of 9 million cumulative Second Preferred Shares, Series B (the “Preferred Shares Series B”), to yield 5.30% per annum, to a syndicate of underwriters co-led by RBC Capital Markets, Scotiabank and TD Securities Inc. The aggregate gross proceeds of the sale were $225 million. The Preferred Shares Series B have been listed and posted to trade on the Toronto Stock Exchange under the symbol “L.PR.B”.

L.PR.B is a 5.30% Straight Perpetual announced June 2. It will be tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

The issue traded 765,451 shares today (consolidated exchanges) in a range of 24.87-97 before closing at 24.92-95. Vital statistics are:

L.PR.B Perpetual-Discount YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2045-06-09
Maturity Price : 24.53
Evaluated at bid price : 24.92
Bid-YTW : 5.33 %
Issue Comments

HSB.PR.C, HSB.PR.D No Longer On Watch-Negative By S&P

Standard & Poor’s has announced:

  • •We now consider the prospect that the U.K. and German governments would provide extraordinary support to their banking systems to be uncertain, meaning that we now include no such uplift in the ratings on systemic commercial banking groups domiciled in these countries.
  • •However, we recognize that these countries’ bank resolution frameworks are now well advanced, and we now include notches of uplift for systemic banks that we expect will hold or build sizeable volumes of bail-in capital in the coming years.
  • •At the same time, we have recognized the strengthening intrinsic creditworthiness of a few banks that have, for example, materially strengthened their capitalization and lowered their exposure to unexpected losses.
  • •We have resolved the CreditWatch placements on all these banks, lowering the long-term, and in some cases short-term, ratings on some, and affirming the ratings on others.
  • •The outlook on most of these banks is now stable, but we have assigned negative outlooks where, for example, we see a risk that their building of core or bail-in capital may fall short.
  • •Finally, we maintain the developing outlook on Germany-based Deutsche Pfandbriefbank AG (PBB), reflecting our view that the outcome of its reprivatization process is still uncertain.


•We affirmed our ratings on the hybrid capital instruments issued by, or guaranteed by, HSBC, Santander UK, and SCB, but raised by one notch the issue credit ratings on hybrids issued by Lloyds (and its banking affiliates) and Nationwide. We also raised by one notch the long-term issuer credit ratings on Lloyds Banking Group PLC and HBOS PLC.

However, to summarise, these actions reflect our view that these countries’ implementation of the comprehensive resolution framework set out in the EU’s Bank Recovery & Resolution Directive, including bail-in powers and requirements, mean that the prospect for extraordinary government support now appears uncertain, even for systemically important bank operating companies, and even while these banks remain in a transitional phase of building buffers of loss-absorbing debt instruments. However, we expect that regulators will (in most cases) require these banks within the next few years to build those buffers to a level that offers a material level of protection to senior unsecured creditors on a nonviability (or “gone concern”) basis.

For two reasons, our review primarily focused on the implications of the above for the issuer credit ratings on these banks’ operating companies and the issue credit ratings on their senior unsecured debt issue instruments:

  • •Our ratings on European banks’ subordinated debt instruments and U.K. bank holding companies already excluded any uplift for government
    support; and

  • •We saw no prospect of uplift under our additional loss absorbing capacity (ALAC) criteria for the instruments cited in the bullet above because regulators intend them to act as a source of bail-in capital to support the systemic functions provided by bank operating companies, including the servicing of certain senior obligations.

The now-resolved Credit-Watch-Negative on HSBC was reported in February.

Issue Comments

BMO.PR.Y Weak On Middling Volume

Bank of Montreal has announced:

it has closed its domestic public offering of Non-Cumulative 5-Year Rate Reset Class B Preferred Shares Series 33 (Non-Viability Contingent Capital (NVCC)) (the “Preferred Shares Series 33”). The offering was underwritten on a bought deal basis by a syndicate of underwriters led by BMO Capital Markets. Bank of Montreal issued 8 million Preferred Shares Series 33 at a price of $25 per share to raise gross proceeds of $200 million.

The Preferred Shares Series 33 were issued under a prospectus supplement dated May 29, 2015, to the Bank’s short form base shelf prospectus dated March 13, 2014. Such shares will commence trading on the Toronto Stock Exchange today under the ticker symbol BMO.PR.Y.

BMO.PR.Y is a FixedReset, 3.80%+271, announced May 27. It will be tracked by HIMIPref™ and has been assigned to the FixedReset subindex.

The issue traded 651,560 shares today (consolidated exchanges) in a range of 24.46-65 before closing at 24.65-73. Vital statistics are:

BMO.PR.Y FixedReset YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2045-06-05
Maturity Price : 23.02
Evaluated at bid price : 24.65
Bid-YTW : 3.61 %

This issue looks reasonably good according to Implied Volatility theory:

impVol_BMO_150605
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Note that the very high level of Implied Volatility is also calculated when only the NVCC-compliant issues are considered – for these issues alone, I get a spread of 99bp and Implied Volatility of 40%. This level of Implied Volatility is silly and will generally arise when the issues concerned are trading with an expectation of directionality in prices; I suggest that there are a lot of investors who figure that anything with the BMO brand name on it will trade somewhere near par forever.

This has the effect of making the lower spread issues vulnerable to a decline in credit quality and/or an increase in spreads; in other words, the higher-spread issues (such as this new issue) are getting a boatload of downside protection for free (when compared to other BMO issues ONLY!).