Category: Issue Comments

Brookfield Property Partners has announced:

that it proposes to acquire Brookfield Office Properties Inc. (NYSE: BPO; TSX: BPO) (“BPO”) through a tender offer for “any or all” of the common shares of BPO that it does not currently own (the “Offer”) for consideration value of $19.34 per common share of BPO. Each BPO shareholder can elect to receive consideration per BPO common share of either 1.0 limited partnership unit of Brookfield Property Partners or $19.34 in cash, subject in each case to pro-ration based on a maximum of 174 million BPY limited partnership units (67% of the total value of shares tendered to the Offer) and a maximum cash consideration of $1.7 billion (33% of the total value of shares tendered to the Offer). BPO shareholders who receive limited partnership units will be able to do so on a tax-deferred basis.
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The Offer price represents a premium of 17% to the 30-day volume weighted average price of BPO shares on the New York Stock Exchange and 16% to the 30-day volume weighted average price of BPO shares on the Toronto Stock Exchange, and a 15% premium to the closing price of BPO shares on September 27, 2013 on each of those exchanges.

Based on the current trading price of Brookfield Property Partners’ limited partnership units, the transaction is valued at $5 billion. If Brookfield Property Partners increases its 51% ownership in BPO to 100%, it will be one of the largest global commercial real estate companies, with $45 billion of assets and ownership comprising over 330 million sq. ft. of office, retail, industrial and multi-family assets in key global gateway markets on four continents.

If sufficient BPO common shares are tendered, Brookfield Property Partners intends to acquire any common shares which remain outstanding following the tender offer through a compulsory acquisition or other statutory transaction on the same basis as the Offer. In this event, BPO public shareholders would own approximately 27% of the outstanding limited partnership units of Brookfield Property Partners (including Brookfield Asset Management’s (“Brookfield”) redeemable partnership units on a fully-exchanged basis).

Brookfield Property Partners intends to finance the cash portion of the Offer through an acquisition facility with a syndicate of banks. In order to refinance the facility, Brookfield Property Partners will consider a number of alternatives, including asset sales, asset level debt financings and issuances of corporate debt, preferred stock and/or equity. To support the transaction, Brookfield and its affiliates have agreed to forego any Equity Enhancement Fee in respect of the acquisition facility which would otherwise by contract be payable to it.

The Offer will be subject to customary conditions including, among other things, that Brookfield Property Partners has determined, acting reasonably, that no material adverse effect exists or has occurred. The Offer will not include a minimum condition with respect to the number of common shares tendered, and Brookfield Property Partners will acquire any or all of the common shares that are tendered to the Offer.

There is some resistance to the bid:

Macquarie Group analyst Rob Stevenson called the offer too low, “especially given [Brookfield Property’s] ownership interest, as well as the fact that 33 per cent of the total consideration will be paid in cash.” He said Brookfield Property’s 51-per-cent stake in the target could block an approach by another bidder.

“A perceived ‘low-ball’ offer by [Brookfield Property] or the parent entity, Brookfield Asset Management, has long been a fear of U.S. real estate investors when it comes to [Brookfield Office Properties],” Mr. Stevenson wrote in a research note on Monday.

Another Macquarie analyst, Michael Smith, agrees the offer is too low but said there is a chance Brookfield Property could raise it to $20.53 to reflect Brookfield Office’s net asset value.

DBRS comments:

BPP currently has a controlling interest in BPO through its 51% ownership. Any change in the level of ownership in and of itself would not change the credit risk profile of BPO as DBRS expects the Offer will not result in any material changes in BPO’s business operations or financial policy.

In addition, DBRS notes that BPP intends to keep all of the corporate debt and preferred shares of BPO outstanding regardless of its ownership level in BPO. BPO currently has $330 million of senior unsecured notes and $2.2 billion of preferred shares outstanding.

However, if BPP acquires 100% of the common shares of BPO, BPP may consider making an offer to the holders of BPO’s outstanding Class AAA, Series G, H, J and K preferred shares that are convertible into common shares to exchange their shares for equivalent shares of another subsidiary of BPP which would be exchangeable for units of BPP under certain conditions.

Additionally, they are sanguine about the effect on the ultimate parent, Brookfield Asset Management (BAM):

DBRS noted that the offer, if accepted by BPO’s shareholders, is expected to close in the first half of 2014. The proposed transaction is consistent with BAM’s ongoing corporate restructuring by designating BPY as the flagship listed holding company for its equity interests in the properties segment, and is not expected to affect BAM’s corporate level debt, as the transaction is intended to be funded at the BPY level. Should there be any future change in the details of the transaction and its financing, DBRS will assess the impact of such change on BAM’s rating.

I find this a little difficult to understand, because BPY.UN will be laying out cash as part of the purchase and has not ruled out financing this layout with debt. This should have some effect on BPY.UN’s credit quality and hence on the certainty of dividends that can flow upstream to BAM.

S&P hasn’t yet commented, but in their recent downgrade of BPO, they noted:

“The downgrade reflects our view that the company’s financial profile will remain weak over the next two years due to the pending large vacancy at Brookfield Place New York and uncertainty regarding the company’s commitment to strengthening fixed-charge coverage and debt-to-EBITDA metrics longer term, given the potential for meaningful development pursuits and/or other largely debt-financed growth,” said credit analyst Elizabeth Campbell.
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We don’t expect further downside pressure to the rating over the next two years. However, our credit perspective could change if BAM’s or BPY’s strategic evolution materially alters the operating platform or legal structure of Brookfield Office or fixed-charge coverage falls below 1.3x.

The ultimate parent, Brookfield Asset Management, has the following preferred shares outstanding:
FixedResets BAM.PF.A, BAM.PF.B, BAM.PR.P, BAM.PR.R, BAM.PR.T, BAM.PR.X, BAM.PR.Z
Floaters BAM.PR.B, BAM.PR.C, BAM.PR.K
RatchetRate BAM.PR.E
FixedFloater BAM.PR.G
OperatingRetractible BAM.PR.J
Straight Perpetual BAM.PR.M, BAM.PR.N, BAM.PF.C

BPO has the following preferred share issues outstanding:
OperatingRetractible BPO.PR.H, BPO.PR.J, BPO.PR.K,
FixedReset BPO.PR.L, BPO.PR.N, BPO.PR.P, BPO.PR.R, BPO.PR.T,
Floaters BPO.PR.W, BPO.PR.X, BPO.PR.Y

It is the BPO OperatingRetractibles that DBRS thinks might be the subject of an exchange offer.

The Bank of Nova Scotia has announced:

the applicable dividend rates for its Non-cumulative 5-Year Rate Reset Preferred Shares Series 20 of Scotiabank (the “Preferred Shares Series 20”) and Non-cumulative Floating Rate Preferred Shares Series 21 of Scotiabank (the “Preferred Shares Series 21”).

With respect to any Preferred Shares Series 20 that remain outstanding after October 26, 2013, commencing as of such date, holders thereof will be entitled to receive non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Scotiabank and subject to the Bank Act (Canada). The dividend rate for the five-year period commencing on October 26, 2013 and ending on October 25, 2018 will be 3.610%, being equal to the 5-Year Government of Canada bond yield determined as at September 26, 2013 plus 1.70%, as determined in accordance with the terms of the Preferred Shares Series 20.

With respect to any Preferred Shares Series 21 that may be issued on October 26, 2013, holders thereof will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Scotiabank and subject to the Bank Act (Canada), based on a dividend rate equal the 90-day Canadian Treasury Bill plus 1.70%, on an actual/365 day count basis, subject to certain adjustments in accordance with the terms of the Preferred Shares Series 21. The dividend rate for the period commencing on October 26, 2013 and ending on January 25, 2014 will be equal to 2.686%, as determined in accordance with the terms of the Preferred Shares Series 21.

Beneficial owners of Preferred Shares Series 20 who wish to exercise their right of conversion should communicate as soon as possible with their broker or other nominee and ensure that they follow their instructions in order to ensure that they meet the deadline to exercise such right, which is 5:00 p.m. (Toronto time) on October 11, 2013.

The announcement that BNS.PR.Q would be extended previously reported on PrefBlog.

At 3.61%, the new dividend is $0.9025 p.a., a steep decline from the original rate of 5.00% (or $1.25 p.a.). My mailbox will be filling up shortly with outraged queries from casual investors!

We can examine the comparables with the help of the Pairs Equivalency Calculator:

The contemporary bid for BNS.PR.Q was 24.89; assuming this holds after the conversion privilege is no longer available then the average implied three-month bill rate of 2.34% calculated above in turn implies a bid on the new issue of 25.35.

So, as of right now, it looks like conversion is recommended. Naturally, investors will want to wait until the last moment before making a decision since things could, conceivably, change dramatically prior to the conversion notification deadline.

Additionally, it will be noted that although the deadline for notifying the company is October 11, intermediary brokers will almost always have earlier internal deadlines. Also, it is normal that trades must be settled before notice can be given … so for most brokers, I suggest that the last day for trading the issue in the hopes of reaping enormous profits on conversion will be Monday October 7.

Such a strategy didn’t work very well for the BMO.PR.M / BMO.PR.R conversion, when the price of BMO.PR.M was supported by the conversion privilege and promptly sank after the last trading day to settle prior to the notification date.

On the other hand, the current bid of 24.89 for BNS.PR.Q gives a current yield of 3.63% (calculated from the new 3.61% coupon rate), compared to an average Current Yield of 3.42% for the FixedResets noted above. On that basis – without looking at anything else – BNS.PR.Q looks cheap. So … some might wish to speculate, on the basis that BNS.PR.Q should be priced higher than it is and the FloatingReset issue that results from conversion should be higher still. Just remember it’s a speculation!

The Toronto-Dominion Bank has announced:

that it does not intend to exercise its right to redeem all or any part of the currently outstanding 10 million Non-Cumulative 5-Year Rate Reset Preferred Shares, Series Y (the “Series Y Shares”) of TD on October 31, 2013. As a result and subject to certain conditions set out in the prospectus dated July 7, 2008 relating to the issuance of the Series Y Shares, the holders of the Series Y Shares have the right to convert all or part of their Series Y Shares, on a one-for-one basis, into Non-Cumulative Floating Rate Preferred Shares, Series Z (the “Series Z Shares”) of TD on October 31, 2013. Holders who do not exercise their right to convert their Series Y Shares into Series Z Shares on such date will continue to hold their Series Y Shares.

The foregoing conversion right is subject to the conditions that: (i) if TD determines that there would be less than 1,000,000 Series Z Shares outstanding after October 31, 2013, then holders of Series Y Shares will not be entitled to convert their shares into Series Z Shares, and (ii) alternatively, if TD determines that there would remain outstanding less than 1,000,000 Series Y Shares after October 31, 2013, then all remaining Series Y Shares will automatically be converted into Series Z Shares on a one-for-one basis on October 31, 2013. In either case, TD will give written notice to that effect to holders of Series Y Shares no later than October 24, 2013.

The dividend rate applicable to the Series Y Shares for the 5-year period from and including October 31, 2013 to but excluding October 31, 2018, and the dividend rate applicable to the Series Z Shares for the 3-month period from and including October 31, 2013 to but excluding January 31, 2014, will be determined and announced by way of a press release on October 1, 2013.

Beneficial owners of Series Y Shares who wish to exercise their conversion right should communicate as soon as possible with their broker or other nominee to obtain instructions for exercising such right on or prior to the deadline for exercise, which is 5:00 p.m. (Toronto time) on October 16, 2013.

The current GOC5 rate is 1.91%, so pending the official announcement October 1, we may assume the new rate will be 3.59%, or $0.8975 p.a. This represents a steep decline from the original rate of 5.10% (or $1.275 p.a.), so my mailbox will be filling up shortly with outraged queries from casual investors.

We can examine the comparables with the help of the Pairs Equivalency Calculator:

The closing bid for TD.PR.Y yesterday was 25.01; assuming this holds after the conversion privilege is no longer available then the average implied three-month bill rate of 2.26% calculated above in turn implies a bid on the new issue of 25.39.

So, as of right now, it looks like conversion is recommended. Naturally, investors will want to wait until the last moment before making a decision.

Additionally, it will be noted that although the deadline for notifying the company is October 16, intermediary brokers will almost always have earlier internal deadlines. Also, it is normal that trades must be settled before notice can be given … so for most brokers, I suggest that the last day for trading the issue in the hopes of reaping enormous profits on conversion will be Wednesday October 9 (remember there is a skip-day for Thanksgiving). This strategy didn’t work very well for the BMO.PR.M / BMO.PR.R conversion, when the price of BMO.PR.M was supported by the conversion privilege and promptly sank after the last trading day to settle prior to the notification date. But there will be some who try!

Quadravest Capital Management Inc. has announced:

Dividend 15 Split Corp. (the “Company”) is pleased to announce that it has completed the overnight marketing of up to 1,866,380 Preferred Shares and up to 1,866,380 Class A Shares. Total proceeds of the offering are expected to be approximately $38 million [Footnote]. Due to strong demand the Company increased the size of the offering from its original target. The offering was co-led by National Bank Financial, CIBC World Markets and RBC Capital Markets and also included BMO Nesbitt Burns Inc. and TD Securities Inc. The sales period of this overnight offering has now ended.

[Footnote reads:] (1) Offering includes public transaction and private placement

The overnight offering was reported on PrefBlog yesterday.

DBRS has announced that it:

has today upgraded the rating of the Class B Preferred Shares, Series 1 (the Preferred Shares), issued by R Split III Corp. (the Company) to Pfd-2 from Pfd-2 (low). Approximately 1.23 million Preferred Shares were issued at $13.60 each on May 31, 2012, following the redemption of the Class A Preferred Shares in accordance with their original terms as part of a share capital reorganization. The final redemption date for the Preferred Shares is May 31, 2017.

The net proceeds from the issuance of the Preferred Shares were used by the Company to purchase common shares (the Portfolio) of Royal Bank of Canada (RBC; rated AA, Stable by DBRS).
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Downside protection available to holders of the Preferred Shares increased to 68.8% as of September 12, 2013, compared to 66.3% on April 18, 2013. In addition, RBC raised its dividends on August 29, 2013, increasing quarterly distributions by four cents to 67 cents per share. This dividend boost increases the Preferred Share distribution coverage ratio to 2.6 times (up from 2.3 times in April 2013). The upgrade of the rating of the Preferred Shares is based primarily on the increasing level of downside protection available and the improved distribution coverage ratio.

RBS.PR.B is not tracked by HIMIPref™ – too small! It was last mentioned on PrefBlog when the offering was completed in May, 2012.

Standard and Poor’s has announced:

• We are revising our outlook on Brookfield Asset Management Inc. to stable from negative.
• At the same time, we are affirming our ratings on the company, including our ‘A-‘ long-term and ‘A-2’ short-term corporate credit ratings.
• We base the outlook revision on our view that Brookfield’s credit measures have improved to levels within our target range for the rating on a sustainable basis, primarily because of improved funds from operations (FFO) generation.
• Our estimate of Brookfield’s year-end 2013 FFO incorporates strong growth (before gains), driven by improved performance across most of the company’s operating platforms.

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We view Brookfield’s portfolio diversity favorably and believe that the considerable level of diversification in the cash-generating assets of the investment platforms provides the company with strong insulation against geographic or asset-type-specific underperformance. Furthermore, Brookfield has a global investment portfolio with 80% of assets located in developed countries, with relatively more stable economic, political, and legal frameworks, such as the U.S., Canada, and Australia, and 20% in the growing and more volatile markets in Asia and South America. We believe the flexibility of having a high percent of invested assets in listed entities provides an additional level of liquidity that supports Brookfield’s ability to pay its corporate obligations in case of a sharper-than-expected decline in FFO or an unexpected cash need. In our opinion, Brookfield management has substantial noncore assets and financial instruments that can be quickly monetized.

The stable outlook reflects our view that debt at the corporate level has steadied and that FFO from investments has improved and should continue to increase modestly. Hence, FFO to debt at the company has improved to levels within our targets on a sustainable basis. We view Brookfield as an operating holding company and our target credit measure ranges recognize that its investments have become increasingly more liquid and provide strong financial flexibility. At the current rating level, we expect Brookfield to maintain FFO to debt of between 28%-38% and FFO coverage between 4.2x-5.5x as well as for it to maintain an investment strategy consistent with an operating holding company.

Coincidentally, this happened on the same day as Desjardins rhapsodized over the common stock:

Desjardins Securities reiterated its “top pick” rating on Brookfield Asset Management Inc., saying it is “comfortable” the Toronto-company’s shares have the potential to double in price within five years.

The company’s focus on real estate, infrastructure, power generation and asset management make it attractive to institutional and retail investors who are in search of yield but wary of “fragile” equity markets, Desjardins analysts Michael Goldberg and Bradley Romain wrote in a research report today.

Brookfield Asset Management is the proud issuer of:

FixedResets BAM.PF.A, BAM.PF.B, BAM.PR.P, BAM.PR.R, BAM.PR.T, BAM.PR.X, BAM.PR.Z
Floaters BAM.PR.B, BAM.PR.C, BAM.PR.K
RatchetRate BAM.PR.E
FixedFloater BAM.PR.G
OperatingRetractible BAM.PR.J
Straight Perpetual BAM.PR.M, BAM.PR.N, BAM.PF.C

The Bank of Nova Scotia has announced:

that it does not intend to exercise its right to redeem the currently outstanding Non-cumulative 5-Year Rate Reset Preferred Shares Series 20 of Scotiabank (the “Preferred Shares Series 20”) on October 26, 2013 and, as a result, subject to certain conditions, the holders of Preferred Shares Series 20 have the right to convert all or part of their Preferred Shares Series 20 on a one-for-one basis into Non-cumulative Floating Rate Preferred Shares Series 21 of Scotiabank (the “Preferred Shares Series 21”) on October 26, 2013. Holders who do not exercise their right to convert their Preferred Shares Series 20 into Preferred Shares Series 21 on such date will retain their Preferred Shares Series 20.

The foregoing conversions are subject to the conditions that: (i) if Scotiabank determines that there would be less than one million Preferred Shares Series 20 outstanding after October 26, 2013, then all remaining Preferred Shares Series 20 will automatically be converted into Preferred Shares Series 21 on a one-for-one basis on October 26, 2013, and (ii) alternatively, if Scotiabank determines that there would be less than one million Preferred Share Series 21 outstanding after October 26, 2013, no Preferred Shares Series 20 will be converted into Preferred Shares Series 21. In either case, Scotiabank shall give a written notice to that effect to holders of Series 20 Preferred Shares no later than October 19, 2013.

The dividend rate applicable to the Preferred Shares Series 20 for the five-year period commencing on October 26, 2013 and ending on October 25, 2018, and the dividend rate applicable to the Preferred Shares Series 21for the three-month period commencing on October 26, 2013, and ending on January 25, 2014, will be determined and announced by way of a press release on September 27, 2013.

Beneficial owners of Preferred Shares Series 20 who wish to exercise their right of conversion should communicate as soon as possible with their broker or other nominee and ensure that they follow their instructions in order to ensure that they meet the deadline to exercise such right, which is 5:00 p.m. (Toronto time) on October 11, 2013.

The current GOC5 rate is 2.02%, so pending the official announcement September 27, we may assume the new rate will be 3.72%, or $0.93 p.a. This represents a steep decline from the original rate of 5.00% (or $1.25 p.a.), so my mailbox will be filling up shortly with outraged queries from casual investors.

We can examine the comparables with the help of the Pairs Equivalency Calculator:

The closing bid for BNS.PR.Q today was 25.18; assuming this holds after the conversion privilege is no longer available then the average implied three-month bill rate of 2.29% calculated above in turn implies a bid on the new issue of 25.47.

So, as of right now, it looks like conversion is recommended. Naturally, investors will want to wait until the last moment before making a decision.

Additionally, it will be noted that although the deadline for notifying the company is October 11, intermediary brokers will almost always have earlier internal deadlines. Also, it is normal that trades must be settled before notice can be given … so for most brokers, I suggest that the last day for trading the issue in the hopes of reaping enormous profits on conversion will be Monday October 7. This strategy didn’t work very well for the BMO.PR.M / BMO.PR.R conversion, when the price of BMO.PR.M was supported by the conversion privilege and promptly sank after the last trading day to settle prior to the notification date. But there will be some who try!

The Bank of Nova Scotia has announced:

that it intends to exercise its right to redeem all outstanding Non-cumulative Preferred Shares Series 12 of Scotiabank (the “Preferred Shares Series 12”) on October 29, 2013 at a price equal to $25.00 per share, together with all declared and unpaid dividends. Formal notice will be issued to shareholders in accordance with the share conditions.

The redemption has been approved by the Office of the Superintendent of Financial Institutions and will be financed out of the general funds of Scotiabank.

BNS.PR.J is a DeemedRetractible, paying 5.25%.

Update, 2013-10-31: Removed from TXPR.