Category: Issue Comments

Not much to report here! BRF.PR.B, a FloatingReset +262 that has resulted from a partial conversion of BRF.PR.A but there were no trades and a $5.00 spread on the quote.

However, TMXMoney reports that there are 4,518,289 shares outstanding compared to 5,481,711 for BRF.PR.A, implying a 45% conversion rate, in line with the recent 42% rate for BNS.PR.Y / BNS.PR.D and 43% rate for AIM.PR.A / AIM.PR.G despite my exhortation to continue to hold the FixedReset half of the pair.

For what it’s worth, the bid on BRF.PR.B looks reasonable relative to the bid on BRF.PR.A, resulting in an implied averge 3-month bill rate of 0.06% which, while certainly subject to criticism, is not utterly ridiculous compared to other FixedReset / FloatingReset Strong Pairs:

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Vital statistics (again, with the caveat that the quote has a ridiculous spread and is unsupported by any trading activity) are:

S&P revised the outlook on Fairfax Financial Holdings Inc. to Negative in February following the Brit acquisition, citing:

the significant potential decline in the group’s capital adequacy following the completion of the Brit PLC acquisition.

Today they gave the company’s capital plans their seal of approval:

• •Fairfax Financial Holdings Ltd. will likely maintain very strong capital adequacy per our capital model.
• •We are revising our outlook on Fairfax to stable from negative and affirming our ratings on Fairfax and its core insurance affiliates.
• •The stable outlook reflects our view that the pending acquisition of Brit PLC will not have a significant adverse impact on the group’s capital adequacy.

Standard & Poor’s Ratings Services said today that it revised its outlook on Fairfax Financial Holdings Ltd. to stable from negative. At the same time, we affirmed our ‘BBB-‘ long-term counterparty credit rating on Fairfax and our ‘A-‘ long-term counterparty credit and financial strength ratings on its core insurance affiliates.

Our analysis of Fairfax’s acquisition and consolidation of Brit PLC and the associated capital-raising initiatives indicates that Fairfax’s capital adequacy is likely to remain at the ‘AA’ level. Although the company will have less of a cushion than it had as of year-end 2014, its capitalization remains consistent with our expectations.
…
The stable outlook is based on our view that the pending acquisition of Brit PLC will not have a significant adverse impact on the group’s capital adequacy after taking into account recent capital-raising initiatives and our expectations for organic capital growth during the next two years.

One of the methods Fairfax used to stabilize its capital levels was raising about $750-million in equities and preferreds. In addition – and perhaps more to the point – a 30% stake in Brit was conditionally sold to OMERS in mid-April:

Fairfax Financial Holdings Ltd. is bringing the Ontario Municipal Employees Retirement System in on its acquisitions of a specialty insurance company.

The two Toronto-based groups have entered into a memorandum of understanding where OMERS would take would take as much as a 30 per cent stake in Brit PLC, a specialty insurer that underwrites unique policies to protect against risks such as war and terrorism, satellite launch failures and the cancellations of sporting events. Brit is one of the largest insurers in the Lloyd’s of London marketplace, which connects global clients with insurance for complex and unusual risks.
…
Right now, OMERS has no investment in Brit shares. The new deal won’t clear until after Fairfax’s offer for Brit becomes unconditional in all respects, receives regulatory approvals and other conditions.

The agreement between Fairfax and OMERS also hinges on other requirements, such as those related to Brit’s dividend, exit provisions and other governance arrangements.

Fairfax has a number of preferred share issues outstanding: FFH.PR.C, FFH.PR.D, FFH.PR.E, FFH.PR.F, FFH.PR.G, FFH.PR.I, FFH.PR.K and FFH.PR.M.

Bank of Montreal has announced (last week, actually, but I missed it):

that it will exercise its right to redeem all of its $350,000,000 Non-Cumulative Perpetual Class B Preferred Shares Series 13 (“Preferred Shares Series 13”) on May 25, 2015, at the redemption price of $25.25 per share, for total redemption proceeds of approximately $353.5 million.

Payment of the redemption price will be made by Bank of Montreal on or after May 25, 2015, upon surrender of the Preferred Shares Series 13.

Separately from the payment of the redemption price, the final quarterly dividend of $0.28125 per share for the Preferred Shares Series 13 will be paid in the usual manner on May 25, 2015, to shareholders of record on May 1, 2015.

Notice will be delivered to holders of the Preferred Shares Series 13 in accordance with the terms outlined in the Preferred Shares Series 13 prospectus supplement.

BMO.PR.J is a 4.50% DeemedRetractible announced 2007-1-8 which commenced trading 2007-1-17.

Holders are strongly urged to consider the tax implications of the redemption: it is being executed at a premium to par ($25.25) and will therefore be treated for tax purposes as a sale at 25.00 with a Deemed Dividend (taxed like any other dividend) of $0.25. If an investor sells on the market, however, it will be taxed as a sale at whatever price he gets (probably a penny or two below the redemption price), with none of the Deemed Dividend complication. The choice between the two options will be a function of transaction costs and the investors individual tax circumstances; please consult your personal tax advisor.

As has been previously reported on PrefBlog, there was a 42% conversion of BNS.PR.Y into BNS.PR.D on its first Exchange Date.

BNS.PR.D is a FloatingReset 3MoBills+100bp. The issue traded 500 shares today (consolidated exchanges) in a range of 22.00-23.90 (!) before closing at 21.90-30.

Vital statistics are:

As may be seen on the Strong Pairs analysis …:

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investment grade FixedReset/FloatingReset pairs have an average break-even three-month bill rate of about 0.20%; outliers are TRP.PR.A / TRP.PR.F (not shown) at -0.77%, and the BNS.PR.Y / BNS.PR.D pair at +0.63%.

TD.PF.E, a FixedReset, 3.70%+287, announced April 15 has settled. It will be tracked by HIMIPref™ and has been assigned to the FixedReset subindex.

The issue traded 832,925 shares today (consolidated exchanges) in a range of 24.79-93 before closing at 24.91-92.

Vital statistics are:

The calculation for Implied Volatility is a mess with a very poor fit, but this is due to the presence of two NVCC non-compliant issues that are, quite correctly, priced by the market using a different paradigm than the five NVCC compliant issues:

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The fit is greatly improved when only NVCC-compliant issues are used for the calculation:

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However, as was found at the time of announcement, it is clear that the Implied Volatility of the TD series of FixedResets is unreasonably high and that we have reason to fear severe underperformance by the lower-spread issues, should spreads increase sufficiently to give pause to those who feel that any TD issue will be near par forever, regardless of its terms.

Quadravest has announced:

Dividend 15 Split Corp. II (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 and will also include Scotia Capital Inc., TD Securities Inc., BMO Capital Markets, GMP Securities L.P., Canaccord Genuity Corp., Dundee Securities, 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% on the issue price and the Class A Shares will be offered at a price of $8.60 per Class A Share to yield 13.95% on the issue price. The closing price on the TSX of each of the Preferred Shares and the Class A Shares on April 21, 2015 was $10.20 and $8.96, respectively.

Since inception of the Company, the aggregate dividends paid on the Preferred Shares have been $4.40 per share and the aggregate dividends paid on the Class A Shares have been $9.20 per share, for a combined total of $13.60 unit. 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 portfolio of dividend yielding
common shares which includes each of the 15 Canadian companies listed below:

Bank of Montreal	Enbridge Inc.	TELUS Corporation
The Bank of Nova Scotia	Manulife Financial Corp.	Thomson-Reuters Corporation
BCE Inc.	National Bank of Canada	The Toronto-Dominion Bank
Canadian Imperial Bank of Commerce	Royal Bank of Canada	TransAlta Corporation
CI Financial Corp.	Sun Life Financial Inc.	TransCanada Corporation

The Company’s investment objectives are:
Preferred Shares:
i. to provide holders of the Preferred Shares with fixed, cumulative preferential monthly cash dividends in the amount of $0.04375 per Preferred Share to yield 5.25% per annum on the original issue price; and
ii. on or about December 1, 2019, to pay the holders of the Preferred Shares the original issue price of those shares.

Class A Shares:
i. to provide holders of the Class A Shares with regular monthly cash dividends currently targeted to be $0.10 per Class A; and
ii. on or about December 1, 2019, to pay the holders of Class A Shares at least the original issue price of those shares.

The sales period of this overnight offering will end at 9:00 a.m. (EST) on April 23, 2015.

It’s nice work if you can get it! The NAVPU on April 21 was $16.51!

DF.PR.A was last mentioned on PrefBlog when it got bigger in September, 2014. DF.PR.A is tracked by HIMIPref™ but is relegated to the Scraps index on credit concerns.

Update, 2015-04-23: The offering did quite well:

Dividend 15 Split Corp. II (the “Company”) is pleased to announce it has completed the overnight marketing of up to 2,700,000 Preferred Shares and up to 2,700,000 Class A Shares of the Company. Total proceeds of the offering are expected to be approximately $50.2 million.

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

The sales period of the overnight offering has now ended.

The Bank of Nova Scotia has announced:

that 4,457,262 of its 10,600,000 Non-cumulative 5-Year Rate Reset Preferred Shares Series 30 of Scotiabank (the “Preferred Shares Series 30”) have been elected for conversion on April 27, 2015, on a one-for-one basis, into Non-cumulative Floating Rate Preferred Shares Series 31 of Scotiabank (the “Preferred Shares Series 31”). Consequently, on April 27, 2015, Scotiabank will have 6,142,738 Preferred Shares Series 30 and 4,457,262 Preferred Shares Series 31 issued and outstanding. The Preferred Shares Series 30 and Preferred Shares Series 31 will be listed on the Toronto Stock Exchange under the symbols BNS.PR.Y and BNS.PR.D, respectively.

This is a conversion rate of 42%, comparable to the recent AIM.PR.A / AIM.PR.B rate of 43%, and a little higher than the FFH.PR.E / FFH.PR.F rate of 31%.

Readers will remember that I recommended holders of BNS.PR.Y retain their shares and the reasoning behind this conclusion remains valid, according to the latest analysis of FixedReset / FloatingReset Strong Pairs outstanding:

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Investment-Grade pairs outstanding currently require break-even three-month bill rates of 0.28%. If the new BNS.PR.Y / BNS.PR.D pair trades at this implied rate then, given today’s closing bid of 21.52 for BNS.PR.Y, the bid for BNS.PR.D will be 20.91, about 2.8% lower.

DBRS has announced that it:

has today downgraded Aimia Inc.’s (Aimia or the Company) Issuer Rating and Senior Secured Debt rating to BBB (low) and its Preferred Shares rating to Pfd-3 (low). The trends are all Stable. The rating action reflects a deterioration in Aimia’s earnings profile, caused by a number of developments which DBRS believes will lead to a decline in operating income over the near to medium term.

In its press release on September 2, 2014, DBRS stated that it believed adjusted EBITDA (excluding non-recurring items and distributions from Premier Loyalty & Marketing’s Club Premier loyalty program) would decrease to approximately $300 million in 2014 because of the Aeroplan program transformation and financial cards agreement with TD Bank Group (TD; rated AA with a Stable trend by DBRS) and Canadian Imperial Bank of Commerce (CIBC; rated AA with a Stable trend by DBRS). Going forward, DBRS expected that operating performance would benefit from increased customer engagement resulting from the enhancements to the Aeroplan program as well as higher pricing from more favourable contract terms.

While DBRS recognizes elements of progress made to date following the program transformation, a number of factors have caused management’s guidance for adjusted EBITDA to fall to approximately $235 million in 2015. These factors include margin pressure in the Aeroplan business (as a result of lower yield, reduced card spending and increased costs of rewards), the non-renewal of Groupe Auchan at Nectar Italia (its largest partner in Italy), the loss of a major client in its proprietary loyalty services business in Canada and the yet-to-be-determined impact, if any, from credit card interchange fee reform.

As such, DBRS forecasts that credit metrics will weaken to a level that is no longer appropriate for the previous rating category (i.e., gross debt-to-adjusted EBITDA before distributions of approximately 1.75 times (x) to 2.25x and adjusted EBITDA interest coverage of around 7.0x). DBRS now expects gross debt-to-EBITDA to increase to approximately 2.8x at the end of 2015 and adjusted EBITDA interest coverage to decrease to 6.2x, levels more appropriate with the BBB (low) and Pfd-3 (low) rating categories.

The Stable trends reflect DBRS’s view that Aimia will begin to grow its earnings off the new baseline based on the strength of its brands and relationships with key commercial partners. Gross billings should benefit from its strong market positions in Canada and the United Kingdom and its steadily improving geographic and sponsor/partner diversification, as the Company continues to grow its data analytics business and expand globally. The trends also acknowledge Aimia’s exposure to consumer spending and redemption patterns, the significant but moderating degree of revenue concentration and increasing loyalty program offerings from competitors.

In terms of financial profile, DBRS believes Aimia will continue to be a substantial free cash flow generating company. DBRS expects that in 2015, free cash flow after dividends will be approximately $80 million. Free cash flow along with cash on hand is expected to be applied toward share repurchases and small tuck-in acquisitions rather than to repay debt. DBRS believes that Aimia has adequate capacity in the new rating category to execute its business strategy and capital allocation plans over the near to medium term. DBRS forecasts that key credit metrics should remain appropriate for the new rating category (i.e., gross debt-to-adjusted EBITDA before distributions of approximately 2.25x to 3.0x and adjusted EBITDA coverage near 6.0x).

The recent 43% conversion of AIM.PR.A to AIM.PR.B was reported on PrefBlog. The September 2 DBRS ratings confirmation was also reported on PrefBlog.

AIM.PR.A, AIM.PR.B and AIM.PR.C are all tracked by HIMIPref™; all are relegated to the Scraps index on credit concerns.

Quadravest has announced:

Canadian Banc Corp. (the “Company’) is pleased to announce it has completed the overnight marketing of up to 1,320,000 Preferred Shares and up to 1,320,000 Class A Shares of the Company. Total proceeds of the offering are expected to be approximately $30.7 million.

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

The sales period of the overnight offering has now ended.

The Preferred Shares will be offered at a price of $10.00 per Preferred Share to yield 5% and the Class A Shares will be offered at a price of $13.25 per Class A Share to yield 10%. The closing price on the TSX of each of the Preferred Shares and the Class A Shares on April 1, 2015 was $10.30 and $13.75, respectively.

The net proceeds of the offering will be used by the Company to invest in a portfolio of six publicly traded Canadian Banks as follows: [Logos of Big 6 Banks]

The Company’s investment objectives are to:
Preferred Shares:
i. provide holders with cumulative preferential floating rate monthly cash dividends at a rate per annum equal to the prevailing Canadian prime rate plus 0.75% (minimum annual rate of 5.0% and maximum annual rate of 7%) based on original issue price; and
ii. On or about December 1, 2018 or such other date as the Company may determine (the “termination date”) to pay holders the
original $10 issue price of those shares.
Class A Shares:
i. provide holders with regular monthly cash distributions currently targeted to be at the annualized rate of 10% based upon the volume-weighted average trading price of the Class A Shares on the TSX for the last three trading days of the preceding month; and
ii. On the termination date to pay holders the original $15 issue price of those shares.

The intent to issue was previously reported on PrefBlog.

S Split Corp. has released its Annual Report to December 31, 2014.

Not much of an advertisement for a call-option writing strategy, is it? They’ve underperformed their underlying issue by over 5% annualized over the past five years. Not only that, the Capital Units have underperformed the common DURING A BULL MARKET! It would be interesting to perform a detailed reconciliation of the performance difference, to determine the amounts attributable to MER, option writing and Sequence of Return Risk adjustments.

Figures of interest are:

MER: 1,426,153 expenses before fund extension costs and special resolution expense divided by 53.8-million average assets (see below) is 2.65%. Ouch!

Average Net Assets: We need this to calculate portfolio yield; and it’s tricky because there were massive redemptions during the year. Preferred Share distributions of 1,509,073 @ 0.525 / share implies 2.874-million shares out on average. Average Unit Value (beginning & end of year) = (18.78 + 19.86) / 2 = 19.32. Therefore 2.874-million @ 19.32 = 55.5-million average net assets. Assets dropped substantially during the year, from 62.072-million to 22.058-million, largely due to a redemption of units on December 1, 2014, in connection with the term extension. So give the lower figure a 1/4 weighting and the higher one 3/4 (assume they were fairly liquid during the fourth quarter) and get (0.75 * 62.072 + 0.25 * 22.058) = 52.1-million average net assets. Good agreement between these two methods! Call it $53.8-million average fund assets.

Underlying Portfolio Yield: Dividends and interest income received of 2.323-million divided by average net assets of 53.8-million is 4.32%

Income Coverage: Net Investment Income (before capital gains & losses and issuance costs and resolution costs ) of $896,671 divided by Preferred Share Distributions of 1,883,142 is 59%.