Category: Issue Comments

Issue Comments

TRP.PR.A To Reset To 3.266%

TransCanada Corporation has announced:

that it has notified the registered shareholder of its Cumulative Redeemable First Preferred Shares, Series 1 (Series 1 Shares) of the Conversion Privilege and Dividend Rate Notice.

Beginning on December 1, 2014 and ending on December 16, 2014, holders of the Series 1 Shares will have the right to choose one of the following options with regard to their shares:
1.To retain any or all of their Series 1 Shares and continue to receive a fixed quarterly dividend; or
2.To convert, on a one-for-one basis, any or all of their Series 1 Shares into Cumulative Redeemable First Preferred Shares, Series 2 (Series 2 Shares) of TransCanada and receive a floating quarterly dividend.

Holders of the Series 1 Shares and the Series 2 Shares will have the opportunity to convert their shares again on December 31, 2019, and every five years thereafter as long as the shares remain outstanding.

Effective December 1, 2014, the Annual Fixed Dividend Rate for the Series 1 shares was set for the next five year period at 3.266 per cent.

Effective December 1, 2014, the Floating Quarterly Dividend for the Series 2 Shares was set for the first Quarterly Floating Rate Period (being the period from and including December 31, 2014, to but excluding March 31, 2015) at 2.815 per cent. The Floating Quarterly Dividend Rate will be reset every quarter.

The Series 1 Shares are issued in “book entry only” form and, as such, the sole registered holder of the Series 1 Shares is the Canadian Depositary for Securities Limited (CDS). All rights of beneficial holders of Series 1 Shares must be exercised through CDS or the CDS participant through which the Series 1 Shares are held. The deadline for the registered shareholder to provide notice of exercise of the right to convert Series 1 Shares into Series 2 Shares is 5 p.m. (ET) on December 16, 2014. Any notices received after this deadline will not be valid. As such, holders of Series 1 Shares who wish to exercise their right to convert their shares should contact their broker or other intermediary for more information and it is recommended that this be done well in advance of the deadline in order to provide the broker or other intermediary with time to complete the necessary steps.

For more information on the terms of, and risks associated with an investment in, the Series 1 Shares and the Series 2 Shares, please see the Corporation’s prospectus supplement dated September 22, 2009 which can be found under the Corporation’s profile on SEDAR at www.sedar.com.

TRP.PR.A is a FixedReset, 4.60%+192, which closed 2009-9-30 after being announced 2009-9-22.

From 4.60% coupon to 3.266% is a big hit – a 29% reduction. And it’s a big issue – $550-million par value. I anticipate a lot of highly unhappy brokerage customers who may, as has been speculated previously, be overselling the issue so they don’t have to see any reduced dividends.

The new rate of 3.266% implies that the GOC-5 rate at time of measurement was 1.346%, which sounds about right according to what I saw yesterday (the BoC says yesterday’s close was 1.38%), but it is most interesting to note that CBID says today’s close 1.45%. Conspiracy theories regarding manipulation of the GOC-5 rate on a day when three issues reset may be recorded in the comments.

Prices for the TRP issues are very strange: consider that TRP.PR.A, bid at 21.15, is priced lower than TRP.PR.C, which is a FixedReset, 4.40%+154, resetting 2016-1-30, bid at 21.77. One can only suppose that the market expects some dramatic changes in the five year Canada yield over the next year! Implied Volatility analysis – which assumes, among many other things, that GOC-5 will not change, ever – suggests that TRP.PR.A is now $1.44 cheap while TRP.PR.C is $1.73 expensive (both relative only to other TRP FixedResets, not to anything else). Well … place yer bets, gennelmen, place yer bets!

impVol_TRP_141202

So, the perennial question was most recently asked by Assiduous Reader janbjarne and will be highlighted because of the flattering introduction:

Thank you for the very informative Prefblog and PrefLetter.

Your comments on how underpriced TRP.PR.A appears are interesting. Any thoughts on the pending conversion? A few months ago I thought that converting to the floater was a no-brainer. Now I am not so sure as both the TD.PR.Y/Z and the DC.PR.B/D pairs are trading at the same price.

Well, I’m not sure either! If you want absolute certainty, ask a stockbroker! Just don’t be so rude as to remind him of his prediction later!

We can make an informed guess, though, using the Pair Equivalency Calculator which is explained in the article Preferred Pairs. We can examine all the currently trading FixedReset / FloatingReset pairs and determine the break-even average three-month bill rate for each pair:

pairEquivalents_bills_141202
Click for Big

There’s a fair bit of scatter, but the average for investment grade is 1.70% … that is, for each member of each pair to have an identical total return over the period until the next Exchange Date, the average bill rate until that date must be X, and the average of the Xs calculated for each pair is 1.70%, implying (assuming a steady increase in yields) a rate on the end date of 2.55%.

If we then reverse the calculation, the predicted price for the TRP FloatingReset is, given a bid of 21.15 for TRP.PR.A and an average bill rate of 1.70%, equal to 21.53: that is to say, we predict an immediate profit of $0.38 to result from conversion.

Even if we say that the average bill rate will be 1.54%, the lowest of the estimates, the predicted price of the FloatingReset should be 21.36, a profit of $0.21 … no great shakes, but it does indicate that the expectations of at least not losing are reasonably well-founded.

It should be remembered, though, that things can change dramatically in the course of even just a few weeks. The DC.PR.B / DC.PR.D conversion was a missed opportunity, because the break-even rate observed in the market changed dramatically between the date at which the estimate was made and the date the newly issued FloatingReset commenced trading..

Instructions are required by the company by December 16. I suggest holders first check with their broker to see what their broker’s deadline is (it’s usually a day or two earlier) and wait until the last minute before repeating the calculation and making up their mind. But at this point, it looks as if conversion to FloatingReset is the better bet.

Issue Comments

A Trend in Pricing

As noted in MAPF Portfolio Composition: November 2014, this year’s trend for the fund to sell Straight Perpetuals to buy FixedResets continued and even accelerated during the month.

In addition, Assiduous Reader prefQC asked:

A question concerning fixed-reset DeemedRetractable MFC.PR.F:

Late 2013, as fears of imminently increasing interest rates were at a bit of a frenzy, MFC.PR.F fell to a new one-year low, recovering gradually in mid-January 2014 as fears of significant rate increases waned.

Now, as interest rates are in contrast falling to unexpected lows and the outlook for increasing interest rates is rather gloomy, MFC.PR.F appears to be on the way to testing those previous lows again.

What gives here? Of course we are one year closer to the June 2016 reset date with its modest reset spread, but other than that, the behavior of MFC.PR.F seems contradictory. Any ideas?

.

Therefore it is interesting to look at the price trend of some of these pairs. We’ll start with GWO.PR.N / GWO.PR.I; the fund sold the latter to buy the former at a takeout of about $1.00 in mid-June, 2014; relative prices over the past year are plotted as:

GWOPRN_GWOPRI_bidDiff_141128
Click for Big

Given that the current take-out is $2.27, this is clearly a trade that has not worked out very well.

In July, 2014, I reported sales of SLF.PR.D to purchase SLF.PR.G at a take-out of about $0.15:

SLFPRG_SLFPRD_bidDiff_141128
Click for Big

There were similar trades in August, 2014 (from SLF.PR.C) at a take-out of $0.35. The current take-out is $2.07, so that hasn’t worked very well either.

The trend paused in September, 2014 and, indeed, can be said to have reversed, with the fund selling SplitShares (PVS.PR.B at 25.25-30) to purchase PerpetualDiscounts (BAM.PR.M / BAM.PR.N at about 21.25), a trade which worked out favourably and has been sort-of reversed (into PVS.PR.D) in November 2014.

In October 2014 there was another bit of counterflow, as the fund sold more SplitShares (CGI.PR.D at about 25.25) to purchase more PerpetualDiscounts (CU.PR.F and CU.PR.G, at about 21.25) which again worked out well and was reversed in November, selling the CU issues at about 22.45 to purchase low-spread FixedResets (TRP.PR.A and TRP.PR.B) at about 21.50 and 18.75 (post dividend equivalent), which was basically down by transaction costs at month-end.

And November saw the third insurer-based sector swap, as the fund sold MFC.PR.C to buy the FixedReset MFC.PR.F at a post-dividend-adjusted take-out of about $0.85 … given a month-end take-out of about $1.30, that’s another regrettable trade.

MFCPRF_MFCPRC_bidDiff_141128
Click for Big

This trend is not restricted to the insurance sector. Other pairs of interest are BAM.PR.X / BAM.PR.M:

BAMPRX_BAMPRN_bidDiff_141128
Click for Big

… and FTS.PR.H / FTS.PR.J:

FTSPRH_FTSPRJ_bidDiff_141128
Click for Big

… and PWF.PR.P / PWF.PR.S:

PWFPRP_PWFPRS_bidDiff_141128
Click for Big

I will agree that the fund’s trades highlighted in this post may be decried as cases of monumental bad timing, but I should point out that in May, 2014, the fund was 63.9% Straight / 9.5% FixedReset
while in November 2014 the fund was 42.6% Straight / 39.0% FixedReset. Given that the indices are roughly 30% Straight / 60% FixedReset, it is apparent that the fund was extremely overweighted in Straights / underweighted in FixedResets in May 2014 and that this qualitative tilt remains – just not quite so extreme.

Summarizing the charts above in tabular form, we see:

FixedReset Straight Take-out
November 2013
Take-out
MAPF Trade
Take-out
November 2014
GWO.PR.N
3.65%+130
GWO.PR.I
4.5%
$0.17 $1.00 $2.27
SLF.PR.G
4.35%+141
SLF.PR.D
4.45%
($1.43) $0.25 $2.07
MFC.PR.F
4.20%+141
MFC.PR.C
4.50%
($1.07) $0.86 $1.30
BAM.PR.X
4.60%+180
BAM.PR.M
4.75%
($2.81)   $0.35
FTS.PR.H
4.25%+145
FTS.PR.J
4.75%
$1.35   $3.91
PWF.PR.P
4.40%+160
PWF.PR.S
4.80%
($1.26)   $2.09
The ‘Take-Out’ is the bid price of the Straight less the bid price of the FixedReset; approximate execution prices are used for the “MAPF Trade” column. Bracketted figures in the ‘Take-Out’ columns indicate a ‘Pay-Up’

So why is all this happening? One should take care in explaining market movements, but it is my belief that in the latter half of 2013 we were dealing with the ‘taper tantrum’ – the market’s fears that Fed tapering and subsequent tapering would lead to massive spikes in yields; this led to a great preference for FixedResets over Straights. Now, with the economic news getting less inflationary with every news story and Europe and Japan desperately trying to reflate their sluggish economies, the market seems to think that these rate increases are still a long way off … leading to a great preference for Straights over FixedResets.

Issue Comments

FTN.PR.A To Get Bigger

Quadravest has 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 and will also include Scotia Capital Inc., BMO Capital Markets, GMP Securities L.P., Canaccord Genuity Corp. and Raymond James.

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 $9.75 per Class A Share to yield 15.5%. The closing price on the TSX of each of the Preferred Shares and the Class A Shares on November 28, 2014 was $10.14 and $10.04, respectively.

Since inception of the Company, the aggregate dividends paid on the Preferred Shares have been $5.75 per share and the aggregate dividends paid on the Class A Shares have been $12.61 per share, for a combined total of $18.36. All distributions to date have been made in tax advantage eligible Canadian dividends or capital gains dividends.

The net proceeds of the secondary 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 $0.04375 per Preferred Share to yield 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 currently targeted to be $0.1257 per Class A Share; 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 December 2, 2014.

That’s a pretty hefty premium over NAV! The NAVPU of the fund was $17.78 on November 28.

FTN.PR.A was last mentioned on PrefBlog in connection with its Rights Offering that closed in September, 2014. FTN.PR.A is tracked by HIMIPref™, but relegated to the Scraps index on credit concerns.

Update, 2014-12-2: They raised $38.3-million:

Financial 15 Split Corp. (the “Company”) is pleased to announce it has completed the overnight marketing of up to 1,939,000 Preferred Shares and up to 1,939,000 Class A Shares. 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 and will also include Scotia Capital Inc., BMO Capital Markets, GMP Securities L.P., Canaccord Genuity Corp. and Raymond James.

The sales period of the overnight offering has now ended.

Issue Comments

SBN.PR.A: Large Partial Redemption

Strathbridge Asset Management Inc. has announced (albeit not yet on their website):

S Split Corp. (the “Fund”) (TSX:SBN)(TSX:SBN.PR.A) has announced that the Fund will effect a partial redemption of its Preferred Shares in order to maintain an equal number of Preferred Shares and Class A Shares of the Fund outstanding. The partial redemption of Preferred Shares is being made in connection with the recent approval by holders of Class A Shares and the Preferred Shares (collectively, the “Shareholders”) of a proposal to extend the term of the Fund for an additional seven-year term until December 31, 2021 and for automatic successive seven-year terms thereafter.

Pursuant to the special retraction right granted to Shareholders in connection with the extension of the Fund, 255,199 Preferred Shares and 1,760,848 Class A Shares were surrendered for retraction. In order to maintain an equal number of Preferred Shares and Class A Shares, the Fund will redeem approximately 1,505,649 Preferred Shares on a pro rata basis from all holders of record of Preferred Shares on December 5, 2014, representing approximately 51% of the issued and outstanding Preferred Shares. Each Preferred Share that is redeemed pursuant to the partial redemption will be redeemed at a price equal to $10.00, being the original issue price per Preferred Share, plus declared and unpaid distributions thereon (the “Repayment Price”). The Repayment Price will be paid to holders whose Preferred Shares are redeemed by the Fund on or before December 15, 2014.

SBN.PR.A was last mentioned on PrefBlog in connection with a special meeting to vote on a change in mandate; it was previously mentioned in connection with its term extension to 2021-11-31 (sic). SBN.PR.A is tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

Issue Comments

TDS.PR.C, FBS.PR.C and BIG.PR.D Confirmed by DBRS

The three captioned issues were all placed on Review-Developing by DBRS on October 17, due to a change in sponsor.

Now, with respect to TDS.PR.C:

After conducting due diligence on Timbercreek, DBRS determined that the change in administrator and investment manager will not have a material impact on the rating of the Company. The performance of the Company has generally been positive since the last annual review, with the net asset value of the Company increasing to $41.13 as of November 15, 2014. Downside protection available to holders of the Class C Preferred Shares increased to 75.7% as of November 2014, compared with 70.2% in October 2013. As a result, the rating of the Class C Preferred Shares has been confirmed at Pfd-2.

Similarly, for BIG.PR.D:

After conducting due diligence on Timbercreek, DBRS determined that the change in administrator and investment manager will not have a material impact on the rating of the Company. The Company’s performance has generally been positive, with the net asset value (NAV) of the Company increasing to $24.11 as of November 15, 2014 with downside protection available to holders of the Class D Preferred Shares of 58.5%. As a result, the rating of the Class D Preferred Shares has been confirmed at Pfd-2 (low).

And finally, FBS.PR.C:

After conducting due diligence on Timbercreek, DBRS determined that the change in administrator and investment manager will not have a material impact on the rating of the Company. The Company’s performance has generally been positive, with the net asset value of the Company increasing to $35.17 as of November 15, 2014. Downside protection available to holders of the Class C Preferred Shares rose to 71.6% as of November 2014, compared with 68.6.2% in April 2014. As a result, the rating of the Class C Preferred Shares has been confirmed at Pfd-2.

Issue Comments

S&P Revises Outlook on ENB to Negative

Standard & Poor’s has announced:

  • •We are revising our outlook on Calgary, Alta.-based Enbridge Inc. and Enbridge Pipelines Inc. (EPI), and Toronto-based Enbridge Gas Distribution Inc. (EGD) to negative from stable.
  • •We are also affirming our ‘A-‘ corporate credit rating on the companies.
  • •The negative outlook on Enbridge reflects our assessment of weak forecast financial metrics at the parent level.
  • •We assess EPI and EGD to be “core” under our group rating methodology, so the negative outlook on the companies reflects that on Enbridge.


We view Enbridge’s financial risk profile as “significant.” 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 that financial metrics could dip below our 13% adjusted funds from operations (AFFO)-to-debt downgrade threshold under our forecast capital expenditures and financing plans. 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.

The negative outlook on Enbridge reflects our view that forecast credit metrics appear to be weak, and more indicative of an “aggressive” financial risk policy than the current significant. The company has been working through an extremely large capital program in 2014, and while 2015-2016 capex is not as large, we still expect it to continue stressing financial metrics, leaving little room for larger capital programs, or potential delays to project in-service dates. We will continue to monitor Enbridge’s financial policy in the next year. The negative outlook on the subsidiaries reflects that on the parent.

Maintaining AFFO-to-debt below 13% would likely result in a downgrade. Deterioration in the business risk or a failure to deliver the capital program on time and budget could also result in a lower rating.

An outlook revision to stable would require AFFO-to-debt to stay above 13% consistently during our forecast period.

Enbridge Inc. is the issuer of (deep breath) ENB.PR.A (Straight Perpetual), ENB.PR.B, ENB.PR.D, ENB.PR.F, ENB.PR.H, ENB.PR.J, ENB.PR.N, ENB.PR.P, ENB.PR.T, ENB.PR.Y, ENB.PF.A, ENB.PF.C, ENB.PF.E and ENB.PF.G (FixedResets) and ENB.PR.U, ENB.PR.V, ENB.PF.U and ENB.PF.V (US-Pay FixedResets).

All told, I believe that total issuance comprises roughly 10% of the Canadian preferred share market, virtually all of which has come out since the issue of ENB.PR.B just over three years ago. A downgrade to junk would certainly make the market a bit more interesting for a while!

Issue Comments

Brookfield Renewable Makes Significant Acquisition

Brookfield Renewable Energy Partners L.P. has announced:

an agreement to acquire a 488 MW multi-technology renewable portfolio in Brazil from Energisa S.A. The transaction represents a total enterprise value of approximately $R2.4 billion (US$935 million), subject to working capital adjustments. The equity purchase price is $R1.4 billion (US$545 million), net of assumed long-term non-recourse debt. Brookfield Renewable will acquire and fund the transaction with its institutional partners and maintain an economic interest in the portfolio of approximately 40 percent.

The acquisition will be funded through available capital from Brookfield Renewable and its institutional partners. The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in the first quarter of 2015.

Brookfield Renewable Power Preferred Equity Inc. is a wholly owned subsidiary of Brookfield Renewable Energy Partners L.P., and is the issuer of record for BRF.PR.A, BRF.PR.C, BRF.PR.E and BRF.PR.F. The first two are FixedResets, the second two are Straight Perpetuals, all are tracked by HIMIPref™ and all are relegated to the Scraps index on credit concerns.

I have no idea why they issue these things through a subsidiary, quite frankly. At any rate, the guarantee is solid enough (sample language taken from BRF.PR.E prospectus dated 2013-1-22):

As described below, the Series 5 Shares will be guaranteed by the Partnership, Brookfield Renewable Energy L.P. (“BRELP”), Brookfield BRP Holdings (Canada) Inc. (“CanHoldco”) and BRP Bermuda Holdings I Limited (“Bermuda Holdco”, and collectively with the Partnership, BRELP and CanHoldco, the “Guarantors”).

Each Series 5 Share will be fully and unconditionally guaranteed, jointly and severally, by the Guarantors as to (i) the payment of dividends, as and when declared, (ii) the payment of amounts due on redemption of the Series 5 Shares, and (iii) the payment of the amounts due on the liquidation, dissolution and winding-up of the Corporation (the “Series 5 Guarantee”). As long as the declaration or payment of dividends on the Series 5 Shares are in arrears, the Guarantors will not make any distributions or pay any dividends on their respective equity securities or make any distributions or pay any dividends on securities of any successor entity to the Guarantors. The Series 5 Guarantee will be subordinated to all of the respective senior and subordinated debt of the Guarantors that is not expressly stated to be pari passu with or subordinate to the Series 5 Guarantee and will rank senior to the equity securities of the Guarantors. The Series 5 Guarantee will rank on a pro rata and pari passu basis with the obligations of the Guarantors under similar guarantees that may be provided by the Guarantors in respect of other Class A Preference Shares of the Corporation.

The rights, obligations and liabilities of a Guarantor pursuant to the Series 5 Guarantee will terminate upon the conveyance, distribution, transfer or lease of all or substantially all of its properties, securities and assets to another Guarantor. A Guarantor may not otherwise convey, distribute, transfer or lease all or substantially all of its properties, securities and assets to another person, unless the person which acquires the properties, securities and assets of such Guarantor assumes such Guarantor’s obligations under the Series 5 Guarantee.

There is no word from the credit agencies as yet regarding their perceptions of the deal, but it will be remembered that on November 4 I reported:

Brookfield’s aggressive approach to expansion has cost Brookfield Renewable Energy Partners L.P. it’s S&P ‘Positive’outlook:

  • •We are revising our outlook on Brookfield Renewable Energy Partners L.P. (BREP) to stable from positive.
  • •The outlook revision reflects our assessment of the amount of debt being maintained at the parent level in relation to parent-only cash flow that the partnership is generating.
  • •We are also affirming our ratings on BREP and subsidiaries Brookfield Renewable Power Preferred Equity Inc. and BRP Finance ULC, including our ‘BBB’ long-term corporate credit rating on BREP.


At the same time Standard & Poor’s affirmed its ratings on BREP and subsidiaries Brookfield Renewable Power Preferred Equity Inc. and BRP Finance ULC, including its ‘BBB’ long-term corporate credit rating on BREP.

The outlook revision reflects our view of the company’s ability to generate strong remittable cash flows from its holdings and its increased level of holding company (holdco) recourse debt. The company has articulated a policy of maintaining relatively low levels of leverage at the holdco level with leverage at the holdco used opportunistically for acquisitions with equity as market conditions allow. However, during the course of the year, the company has made a number of acquisitions that, although partially funded with new equity issuance, maintained a higher level of debt at the holdco. This has resulted in lower credit metrics.

The stable outlook reflects our expectation that BREP will continue to increase its parent-only cash flow while maintaining modest amounts of debt at the holding company as well as maintaining the highly contracted and well-diversified portfolio of generation assets.

We could raise the ratings if we believe that parent-only cash flow to debt will continue at or above 30% assuming the current quality of cash flow score of ‘4’.

We could lower the rating if the partnership is unable to maintain parent-only cash flow to debt above 23% or if there is deterioration in the quality of cash flow score. This could result from acquisitions financed with substantially higher levels of holding-company debt or a material change in the partnership’s contractual profile.

Issue Comments

DBRS Improves Trend On RON.PR.A To Stable

DBRS has announced that it:

has today confirmed the Issuer Rating and Senior Unsecured Debt rating of RONA inc. (RONA or the Company) at BB (high) and the Preferred Share rating at Pfd-4 (high). The trends have been changed to Stable from Negative. The recovery rating on the Company’s Senior Unsecured Debt has been changed to RR3. The confirmation and trend change reflect improvement in the Company’s operating performance after three consecutive years of poor relative execution in an intense competitive environment. Positive trending same-store sales in the Company’s retail network (-3.4% in Q1, -0.7% in Q2 and +2.0% in Q3) as a result of changed merchandising strategies, the repositioning of the Reno-Depot and Totem banners, and the closure of 17 underperforming stores, combined with significant cost savings from recent reorganization efforts, to result in a notable improvement to EBITDA. The Company’s financial profile also improved at the end of F2013 and into F2014 as RONA used a portion of the proceeds from the sale of its Commercial and Professional division to reduce balance-sheet debt.

DBRS expects that RONA will continue to use free cash flow to increase shareholder returns. RONA’s credit risk profile will continue to strengthen within the current rating category if operating performance continues to improve (i.e., same-store sales growth and margin expansion), and key credit metrics remain in a range considered acceptable for the current rating (i.e., lease-adjusted debt-to-EBITDAR well below 4.0x and lease-adjusted EBITDA coverage above 4.5x) in the near-to medium-term.

As previously reported, RON.PR.A was downgraded to Pfd-4(high) [Trend Negative] by DBRS in March 2013, and to P-4(high) by S&P in April 2013. The issue was hammered after the first downgrade and has not recovered.

RON.PR.A is tracked by HIMIPref™ but is relegated to the Scraps index on credit concerns.

Issue Comments

XMF Warrants To Expire November 25

On August 20, Quadravest announced:

M Split Corp. (the “Company”) is pleased to announce that it will be issuing Warrants to Capital and Class II Preferred shareholders as part of a series of changes that were approved by 99% of shareholders voting at the recent shareholders meeting held on May 14, 2014.

The issue of Warrants will be accomplished through a reorganization of shares which will occur prior to the opening of trading on the TSX on August 25, 2014 (the “effective date”).

The details are as follows:
Each holder of a Capital Share on the effective date will receive one Capital Share (2014), having the rights, privileges, restrictions and conditions approved by Shareholders at the 2014 Special Meeting, and one Warrant for each Capital Share held.
Each holder of a Class II Preferred Shares on the effective date will receive one Class II Preferred Share (2014), having the rights, privileges, restrictions and conditions approved at the 2014 Special Meeting, and one Warrant for each Class II Preferred Share held.
The Warrants will allow current Capital and Class II Preferred shareholders to increase their investment in the Company. Four Warrants will entitle the holder to purchase a Unit consisting of one Class I Preferred Share, one Class II Preferred Share and one Capital Share for a total subscription price of $8.15. The Warrants may be exercised on any business day commencing on August 26, 2014 and up until 5:00 p.m. (EST) on the expiry date of November 25, 2014.

The Class I Preferred Shares, Class II Preferred Shares and Capital Shares are listed on the Toronto Stock Exchange (“TSX”) under the symbols XMF.PR.B, XMF.PR.C and XMF.A, respectively. On August 19, 2014, the closing prices on the TSX of the Class I Preferred Shares, Class II Preferred Shares and Capital Shares were $5.35, $2.80 and $0.36, respectively. The Company has received conditional approval to list the Warrants on the TSX under the symbol XMF.WT effective August 25, 2014.

The reorganization of shares and issue of Warrants is a non-taxable event.

M Split invests in common shares of Manulife Financial Corporation, the largest life insurer in Canada offering financial products and wealth management services.

Additional information regarding the capital reorganization and Warrant offering is contained in the Management Information Circular dated April 11, 2014 as well as in the Information Statement dated August 18, 2014 which will be mailed to all Capital and Class II Preferred shareholders and will also be available on SEDAR at www.sedar.com.

They have now announced:

M Split Corp. (the “Company”) would like to provide an update on the Company’s outstanding warrants. The warrants can be exercised on any business day up until the expiry date of November 25, 2014 at 5:00 p.m. (EST).

Four Warrants plus the subscription price of $8.15 will entitle the holder to subscribe for one Unit. Each Unit consists of one Class I Preferred Share (XMF.PR.B), one Class II Preferred Share (XMF.PR.C) and one Capital Share (XMF.A) of the Company.

The subscription price is consistent with the combined recent trading prices of the Unit. Any warrants not exercised by November 25, 2014 will expire worthless.

Warrant holders should contact their advisors for more information on how to exercise their warrants in advance of the expiry date.

Warrant holders wishing to subscribe for additional shares above their allotment of warrants may do so by contacting their advisor.

The Company invests in common shares of Manulife Financial Corporation, the largest life insurer in Canada offering financial products and wealth management services.

The pending worthless expiration of the warrants isn’t much of a threat – the unit NAV was $7.85 on November 14, significantly below the $8.15 exercise price.

XMF.PR.A was last mentioned on PrefBlog when the 2010 Reorganization was completed. The 2014 Reorganization was merely a term extension, with the promise of this warrant offering.

Issue Comments

YCM Warrants To Expire November 25

On August 12, Quadravest announced:

Commerce Split (the “Company”) is pleased to announce it has today filed a Short Form Prospectus in each of the provinces of Canada relating to the issuance of Warrants, related to the recent Special Meeting of Shareholders. Shareholders voted 96% in favour of the proposals presented at the meeting including the issuance of Warrants. Warrants will allow current shareholders to increase their investment in the Company. Warrants will be issued to holders of Capital Shares on record at the close of business on August 25, 2014. Four Warrants plus the subscription price of $12.34 will entitle the holder to subscribe for one Unit. Each Unit consists of one Class I Preferred Share, one Class II Preferred Share and one Capital Share of the Company. The Warrants may be exercised on any business day commencing on August 26, 2014 and up until 5:00 p.m. (EST) on the expiry date of November 25, 2014.

The Class I Preferred Shares, Class II Preferred Shares and Capital Shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbols YCM.PR.A, YCM.PR.B and YCM, respectively. On August 6, 2014, the closing prices on the TSX of the Class I Preferred Shares, Class II Preferred Shares and Capital Shares were $5.20, $5.15 and $1.91, respectively. The Company has applied to list the Warrants on the TSX, subject to approval.

The Company invests in common shares of Canadian Imperial Bank of Commerce, a Canadian financial institution.

They have now announced:

Commerce Split (the “Company”) would like to provide an update on the Company’s outstanding warrants. The warrants can be exercised on any business day up until the expiry date of November 25, 2014 at 5:00 p.m. (EST).

Four Warrants plus the subscription price of $12.34 will entitle the holder to subscribe for one Unit. Each Unit consists of one Class I Preferred Share (YCM.PR.A), one Class II Preferred Share (YCM.PR.B) and one Capital Share (YCM) of the Company.

The subscription price for the warrant represents a discount of 1.1% to the net asset value as of November 15, 2014 and is consistent with recent combined trading prices. Therefore it may be beneficial for shareholders to exercise their warrants. Any warrants not exercised by November 25, 2014 will expire worthless.

Warrant holders should contact their advisors for more information on how to exercise their warrants in advance of the expiry date.

Warrant holders wishing to subscribe for additional shares above their allotment of warrants may do so by contacting their advisor.

The Company invests in common shares of Canadian Imperial Bank of Commerce, a Canadian financial institution.

Expiring worthless won’t be much of a loss. The last trade of the warrants was at $0.015. The NAV per unit was $12.48 on November 14, and the underlying CM shares closed at $104.45 that day compared to $104.80 today. So there’s a very small profit possible – relative to NAV – from exercise, provided one likes to buy mutual funds with a Base Management Expense Ratio of 1.92%. When one adds up the quotes (as of today) for each of the three elements of a unit (YCM, YCM.PR.A and YCM.PR.B) the total is 12.19-34, so exercise looks like a dubious proposition.

YCM.PR.A and YCM.PR.B were last mentioned on PrefBlog when they were created in a reorganization. With only about 2.6-million units outstanding, these issues are far too small to be tracked by HIMIPref™.