Category: Issue Comments

Issue Comments

TD.PF.A Firm On Excellent Volume

TD.PF.A, a FixedReset, 3.90%+224, NVCC-compliant issue announced May 26 settled today. It will be tracked by HIMIPref™ and has been assigned to the FixedReset subindex. It is rated Pfd-2 [Stable] by DBRS.

The issue traded 1,167,517 shares today in a range of 24.85-95 before closing at 24.94-95, 125×476. Vital statistics are:

TD.PF.A FixedReset YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2044-06-04
Maturity Price : 23.12
Evaluated at bid price : 24.94
Bid-YTW : 3.72 %

TD.PF.A appears to be cheap according to Implied Volatility Theory relative to its lower-reset cousins, TD.PR.S and TD.PR.Y, but it must be remembered that the two comparators are not NVCC compliant.

ImpVol_TDFR_140604
Click for Big
Issue Comments

POW.PR.F Sinking Fund, Part 2

Assiduous Readers with good memories will remember the Mystery of the POW.PR.F Sinking Fund; the company is “make all reasonable efforts to purchase for cancellation on the open market 20,000 shares per quarter, such number being cumulative only in the same calendar year,”, but the quota was not fulfilled in 2008 or in any of the past three calendar years.

So I wrote a letter:

In the prospectus and as summarized on your website, POW.PR.F has a sinking fund provision by which Power Corporation is required to make its best efforts to purchase 80,000 shares per annum of this issue.

I note that, as disclosed in your Annual Reports, purchases have actually been as follows:
2013 12,000 shares
2012 40,000 shares
2011 77,300 shares
2010 80,000 shares
2009 80,000 shares
2008 60,000 shares

I have two questions:
• Why has the company not purchased the full amount of 80,000 shares in each of the past three years?
• Is the purchase of shares subject to the Normal Course Issuer Bid provisions of the Toronto Stock Exchange?

I have received a reply (emphasis from original):

In response to your first question, the Corporation is not subject to a best efforts obligation to purchase 80,000 per annum of the First Preferred Shares, 1986 Series. The Corporation has fulfilled its obligation to make all reasonable efforts to purchase the specified number of shares at a price not exceeding $50,00, if and to the extent that such shares were available for purchase.

In response to your second query, the purchase of these shares, while being completed through Toronto Stock Exchange facilities, is not subject to Normal Course Issuer Bid provisions.

Well, mea culpa on the “reasonable” vs. “best” efforts question, but I’m still confused. I have examined the HIMIPref™ database and created the following histogram of the offer prices:

POWPRF_askPx
Click for Big

So: the offer price never exceeded $50.00, not even once, on any trading day in the three calendar years of interest (on six occasions, the offer was exactly $50.00). So it’s time to write another letter and try to nail down the meaning of the word “reasonable”.

Issue Comments

RY.PR.H Closes Soft on Excellent Volume

Royal Bank of Canada has announced:

it has closed its domestic public offering of Non-Cumulative, 5-Year Rate Reset Preferred Shares Series BB. Royal Bank of Canada issued 20 million Preferred Shares Series BB at a price of $25 per share to raise gross proceeds of $500 million.

The offering was underwritten by a syndicate led by RBC Capital Markets. The Preferred Shares Series BB will commence trading on the Toronto Stock Exchange today under the ticker symbol RY.PR.H.

The Preferred Shares Series BB were issued under a prospectus supplement dated May 27, 2014 to the bank’s short form base shelf prospectus dated December 20, 2013.

RY.PR.H is a FixedReset, 3.90%+226, NVCC-Compliant issue announced May 23. The issue will be tracked by HIMIPref™ and has been assigned to the FixedReset subindex. It is regrettable that the Toronto Exchange has recycled the ticker of the previous RY.PR.H, redeemed less than a year ago.

The issue traded a healthy 1,328,901 shares today in an unusually wide range of 24.64-99 before closing at 24.86-88, 37×72. The issue was affected by a late-afternoon collapse in the market; it was trading firmly in the 90s prior to 3pm, as reflected in the Volume Weighted Average Price: 24.944985. Vital Statistics are:

RY.PR.H FixedReset YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2044-06-03
Maturity Price : 23.10
Evaluated at bid price : 24.86
Bid-YTW : 3.75 %

The two NVCC-compliant issues are priced comparatively with their non-compliant cousins according to Implied Volatility Theory:

ImpVol_RY_140603
Click for Big
Issue Comments

CM.PR.K and CM.PR.M To Be Redeemed

The Canadian Imperial Bank of Commerce has announced:

its intention to redeem all of its issued and outstanding Non-cumulative Rate Reset Class A Preferred Shares Series 33 (TSX: CM.PR.K), and Non-cumulative Rate Reset Class A Preferred Shares Series 37 (TSX: CM.PR.M), for cash. The redemptions will occur on July 31, 2014. The redemption price is $25.00 per Series 33 or Series 37 share.

The quarterly dividends of $0.334375 per Series 33 share and $0.406250 per Series 37 share, announced on May 29, 2014 will be the final dividends for these two series. These dividends will be paid on July 28, 2014 to shareholders of record on June 27, 2014.

Holders of the Series 33 and Series 37 shares should contact the financial institution, broker or other intermediary through which they hold the shares to confirm how they will receive their redemption proceeds.

CM.PR.K is a Fixed-Reset 5.35%+218bp that commenced trading 2008-9-10 after being announced 2008-8-27.

CM.PR.M is a Fixed-Reset 6.50%+433 that commenced trading 2009-3-6 after being announced 2009-2-26.

Due to the very large Issue Reset Spread, there is no surprise at the call on CM.PR.M. The other issue, CM.PR.K, is perhaps a bit more of a surprise, particularly since they also announced a new issue with a spread of 232bp. However, the new issue is NVCC compliant, and CM.PR.K isn’t.

Issue Comments

CCS.PR.D To Be Redeemed

Co-operators General Insurance Company has announced:

that it will redeem all of its 4,600,000 issued and outstanding Class E Preference Shares, Series D (the “Series D Shares”) (TSX: CCS.PR.D) effective June 30, 2014 at a price of $25.00 per Series D Share (the “Redemption Price”). The notice of redemption was mailed to registered holders on May 26, 2014.

The regular quarterly dividend of $0.453125 per Series D Share for the period from April 1, 2014 to June 30, 2014 will be paid on June 30, 2014 to holders of record on June 1, 2014. The dividend will be paid separately from the Redemption Price. The Company will not declare any further dividends on the Series D Shares.

The Series D Shares trade in the book-entry only system of CDS Clearing and Depository Services Inc. and no individual share certificates have been issued.

The Company will deposit the Redemption Price of all Series D Shares with Computershare Investor Services Inc. on or about June 27, 2014.

As of June 30, 2014, the Series D Shares in respect of which such deposit shall have been made shall be redeemed and the rights of the holders thereof after June 30, 2014 shall be limited to receiving, without interest, their proportionate part of the total Redemption Price so deposited.

Inquiries relating to the redemption payment may be directed to Computershare Investor Services Inc., 100 University Ave., 8th Floor, Toronto, ON M5J 2Y1, Attention: Corporate Actions, tel: 1 (800) 564-6253.

No surprises here. CCS.PR.D is a FixedReset, 7.25%+521, which commenced trading 2009-5-22 after being announced 2009-5-6. Plus Five Twenty One! It will be a while before we see that again!

Issue Comments

BAM.PR.P To Be Redeemed

Brookfield Asset Management Inc. has announced:

that it intends to redeem all of its outstanding Class A Preferred Shares, Series 22 (TSX:BAM.PR.P) for cash on September 30, 2014. The redemption price for each Preferred Share, Series 22 will be C$25.00. Holders of Preferred Shares, Series 22 will separately receive all accrued and unpaid dividends outstanding on the redemption date.

No surprises here, since BAM.PR.P is a FixedReset, 7.00%+445, which commenced trading 2009-6-4 after having been announced May 27.

Issue Comments

BPO.PR.U, BPO.PR.H, BPO.PR.J, BPO.PR.K Reorg

The captioned series of Brookfield Properties Corp. Cl AAA Preferred shares will be voting on June 3 on a Plan of Arrangement. The company has published the Management Proxy Circular.

BPO.PR.U is USD denominated. We won’t worry about that.

In a nutshell:

The BPO Convertible Preferred Shares (being the BPO Preferred Shares, Series G, H, J and K) are currently convertible at the option of BPO into BPO Common Shares and redeemable for cash. In addition, starting on September 30, 2015, December 31, 2015, December 31, 2014 and December 31, 2016, respectively, each of the four series of BPO Convertible Preferred Shares will be convertible at the option of the holders into BPO Common Shares. If a holder exercises its conversion right, BPO has the overriding right to exercise its redemption right and redeem the shares for cash. In connection with the acquisition of the remaining BPO Common Shares and delisting from the TSX and NYSE, holders of outstanding BPO Convertible Preferred Shares are being given the option to elect either:

(a) to exchange their BPO Convertible Preferred Shares for BOP Split Senior Preferred Shares, subject to minimum listing requirements and a maximum of 1,000,000 BOP Split Senior Preferred Shares issued per series, pro-rated as set out in herein, or

(b) to continue holding their BPO Convertible Preferred Shares, the conditions of which will be modified in order to provide for the BPO Convertible Preferred Shares to be exchangeable into BPY Units rather than convertible into BPO Common Shares.

The BOP Split Senior Preferred Shares have been structured to provide a holder thereof with economic terms that are substantially equivalent to those of the BPO Convertible Preferred Shares. The four series of BOP Split Senior Preferred Shares will each have the same dividend and redemption rights as the corresponding series of BPO Convertible Preferred Shares. However, in lieu of being convertible into BPO Common Shares, the BOP Split Senior Preferred Shares will be retractable at any time by the holder. For further information on the BOP Split Senior Preferred Shares, see ‘‘— BOP Split Senior Preferred Shares’’.

With respect to the BPO Split Senior Preferred Shares, conversion will take place for each series only if at least 80,000 shares are converted, and only up to a limit of 1,000,000 shares. The following share numbers are now outstanding:

BPO Shares Outstanding
Ticker Shares
BPO.PR.U 4,400,000
BPO.PR.H 8,000,000
BPO.PR.J 8,000,000
BPO.PR.K 6,000,000

Clearly, therefore, most of the shares will be modified, as in option (b), above, and be convertible into BPY Units rather than convertible into BPO Common Shares.

So what’s interesting is option (a): should holders seek conversion into the Split Corp?

The interesting part of the deal is that

Each BOP Split Senior Preferred Share will be fully and unconditionally guaranteed, jointly and severally, by the Guarantors, including BPO, as to (i) the payment of dividends, as and when declared, on the BOP Split Senior Preferred Shares, (ii) the payment of amounts due on redemption of the BOP Split Senior Preferred Shares, and (iii) the payment of the amounts due on BOP Split Senior Preferred Shares on the liquidation, dissolution and winding-up of BOP Split (the ‘‘BOP Split Senior Preferred Share Guarantee’’). The BOP Split Senior Preferred Share 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 BOP Split Senior Preferred Share Guarantee and will rank senior to the equity securities of the Guarantors.

… and the Split Corp Preferred will be retractible:

Retraction

Subject to the restrictions imposed by applicable law, each series of the BOP Split Senior Preferred Shares is retractable by the holder at any time for the following amounts:

Series 1 [was BPO.PR.U]: $23.75 per share if redeemed before September 30, 2015 and $25.00 per share if redeemed thereafter;
Series 2 [was BPO.PR.H]: C$23.75 per share if redeemed before December 31, 2015 and C$25.00 per share if redeemed thereafter;
Series 3 [was BPO.PR.J]: C$23.75 per share if redeemed before December 31, 2014 and C$25.00 per share if redeemed thereafter;
Series 4 [was BPO.PR.K]: C$23.75 per share if redeemed before December 31, 2016 and C$25.00 per share if redeemed thereafter;

together with all accrued and unpaid dividends to the applicable retraction date. Retraction payments will be made on or before the last day of each month provided that the certificate(s) representing the BOP Split Senior Preferred Shares have been surrendered for retraction at least one business day before the last day of the preceding month.

What to decide? Holders of the split-shares will have the option of retraction prior to the scheduled date at 23.75, which will be a loss, but might conceivably come in useful if the company gets into extremely serious trouble in the extremely short term. This isn’t too likely, but the protection doesn’t cost any money. So that’s a plus.

It will likely cost liquidity, though, since a maximum of 1-million shares of each series will be outstanding – these things are going to trade by appointment only; therefore, those to whom liquidity is important should retain their BPO Convertible Preferred Shares. Additionally, those with small holdings and high transaction costs should also retain their BPO Convertible Preferred Shares, since there is a good chance they will be left holding some of each issue if the maximum conversion amount is reached. So these are minuses.

I make no recommendation. The decision will depend on each holders desire for a (miniscule) extra amount of credit protection (with the early retraction privilege) vs. what could potentially be a very severe loss of liquidity.

Issue Comments

What Is The Final Dividend On BNA.PR.D?

Assiduous Reader BS writes in and says:

I am one of your newsletter subscribers. I currently own quite a bit of BNA.pr.D (on your advice, thank you!) and I see that it will be redeemed this July 9th. I have read through the prospectus but I’m quite new to preferred shares and I’m not exactly sure what will happen in July.

The Company will redeem all outstanding Series 4 Preferred Shares on July 9, 2014 for a cash amount per share equal to the lesser of (i) $25.00 plus any accrued and unpaid dividends and (ii) the Net Asset Value per Unit.

There is a dividend payable on June 7 (record date about May 19) and then on July 9th I will receive the $25.00 but is there any dividend payments that will accrue between June 7 and July 9 ?

If there is more dividend coming, would it be equal to about… $25 x 7.25%/year x 32 days/365days/year = $0.16

The shares are trading today at about $25.03 which seems too high if you’re only going to get $25 on July 9th and too low if you’re going to get $25.16 on July 9th. I’m confused!

If there’s no more dividend coming, should I be trying to sell now if I can get over $25.00?

Any advice you can give me would be greatly appreciated.

Geez, I hate these questions – and, as it turns out, I’ve answered this one before. You have to look at the prospectus, you have to determine what happened years ago, you have to do intricate day counts and if you get one little thing wrong you look like an idiot. So first off, I’ll say that since this is a factual question, you’re really better off asking the company’s Investor Relations department. They’re the ones who should not only know this, but really should be publicizing this well in advance. But they aren’t. So … once more into the breach, dear friends!

We first have a look at the prospectus, which is on the company’s website:

Holders of the Series 4 Preferred Shares will be entitled to receive quarterly fixed cumulative preferential dividends of $0.453125 per Series 4 Preferred Share. On an annualized basis, this would represent a yield on the offering price of the Series 4 Preferred Shares of 7.25%. Quarterly dividends on the Series 4 Preferred Shares will be paid by the Company on or about the 7th day of March, June, September and December in each year. Based on the anticipated closing date of July 9, 2009, the initial dividend (which covers the period from closing to August 31, 2009) is expected to be $0.26318 per Series 4 Preferred Share, and is expected to be paid on or about September 7, 2009 to holders of record on August 21, 2009.

Step 1: Understand the Initial Dividend

OK, there’s a lot of dates here, but only two of them are critical. The initial dividend covers the period from July 9, 2009, to August 31, 2009. That’s 53 days, and the amount paid is $0.26318, so we annualize that (365/53) * 0.26318 = 1.812466, which is a yield of 7.24986% on the $25 par value. To five significant figures everything works perfectly, so we’ve accomplished Step 1.

The dividend is paid in arrears, but we don’t care, at least not for this purpose. The main thing is that the first dividend was paid to include August 31, 2009, and on September 1, 2009, there was one day’s coupon accrued. On September 2, 2009, there were two day’s accrued. On September 3 …

Step 2: Understand the Most Recent Dividend

The last dividend paid had an ex-date of May 20, 2014 and was paid June 7; the dividend amount was $0.453 (according to the TMXMoney.com website) or $0.453125 (according to the prospectus). Now the thing is, dividends are paid quarterly and the first dividend took us up to the end of August, 2009. THEREFORE the last dividend took us up to the end of May, 2014. So we can say that the dividend which will be paid On or about the 7th day of Mar., Jun., Sep. and Dec. is the dividend that was earned up until May 31, 2014.

It is, again, paid in arrears and the ex-date was in advance, but for this purpose we don’t care.

Step 3: Understand the Final Dividend

Remember the last paragraph of Step 1? on September 1, 2009, there was one day’s coupon accrued. On September 2, 2009, there were two day’s accrued. On September 3? Well, we repeat that starting with …

On June 1, 2014, there will be one day’s coupon accrued. On June 2, 2014, there will be two day’s coupon accrued … On July 9, 2014, there will 39 day’s coupon accrued.

Thirty-Nine day’s accrual at 7.25% p.a. is (39/365) * 7.25% * 25.00 = 0.193664, to six decimal places. The initial dividend was rounded off to five decimal places, so the final dividend looks like it will be $0.193664 per share.

Step 4: Double-Check Everything

This is your money we’re talking about here, so make sure you don’t just understand the calculation, but that you agree with all the reasoning. And, as stated above, you’re best off if you contact Investor Relations and confirm everything with them.

Issue Comments

GWO.PR.S Firm on Good Volume

Great-West Lifeco Inc. has announced:

the completion of its offering of 8,000,000 5.25% Non-Cumulative First Preferred Shares, Series S through a syndicate of underwriters co-led by BMO Capital Markets and Scotiabank for gross proceeds of $200 million. The Series S Shares will be listed for trading on the Toronto Stock Exchange under the symbol “GWO.PR.S”.

GWO.PR.S is a Straight Perpetual, 5.25%, announced May 13. Note that since it is issued by an insurance holding company, I have assumed that it will be not be NVCC-compliant when (I expect, but cannot guarantee!) the NVCC rules are applied to insurers and insurance holding companies. I have therefore added a “Deemed Maturity” to the call schedule, meaning that analysis assumes it will be called for redemption 2025-1-31 at the latest. This issue will be tracked by HIMIPref™ and assigned to the DeemedRetractible subindex.

The issue traded 879,041 shares today in a range of 25.005-13 before closing at 25.10-13, 132×3. Vital statistics are:

GWO.PR.S Deemed-Retractible YTW SCENARIO
Maturity Type : Hard Maturity
Maturity Date : 2025-01-31
Maturity Price : 25.00
Evaluated at bid price : 25.10
Bid-YTW : 5.23 %

According to Implied Volatility Theory (inasmuch as it applies to DeemedRetractibles!) GWO.PR.S is priced right in line with expectations:

ImpVol_GWO_140522
Click for Big
Issue Comments

ENB.PF.C Firm on Excellent Volume

Enbridge Inc. has announced:

that it has closed its previously announced public offering of Cumulative Redeemable Preference Shares, Series 11 (the “Series 11 Preferred Shares”) by a syndicate of underwriters led by Scotiabank, CIBC, RBC Capital Markets, and TD Securities. Enbridge issued 20 million Series 11 Preferred Shares for gross proceeds of $500 million. The Series 11 Preferred Shares will begin trading on the TSX today under the symbol ENB.PF.C. Proceeds will be used to partially fund capital projects, reduce existing indebtedness and for other general corporate purposes of the Corporation and its affiliates.

ENB.PF.C is a FixedReset, 4.40%+264, announced May 12. It will be tracked by HIMIPref™ and has been assigned to the FixedReset subindex.

The issue traded 1,653,748 shares today in a range of 24.97-06 before closing at 25.04-06, 168×180. Vital statistics are:

ENB.PF.C FixedReset YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2044-05-22
Maturity Price : 23.13
Evaluated at bid price : 25.04
Bid-YTW : 4.14 %