Category: Issue Comments

Issue Comments

DFN.PR.A To Get Bigger In Overnight Secondary Offering

Quadravest Capital Management Inc. has announced:

Dividend 15 Split Corp. (the “Company”) is pleased to announce that it has filed a short form prospectus in each of the provinces of Canada with respect to an additional offering of Preferred Shares and Class A Shares. The offering will be co-led by National Bank Financial, CIBC World Markets and RBC Capital Markets.

The Class A shares will be offered at a price of $10.75 per share to yield 11.16% and the Preferred Shares will be offered at a price of $10.00 per share to yield 5.25%. The closing price of the Class A Shares on September 23, 2013 on the TSX was $11.32 and the closing price of the Preferred Shares on September 23, 2013 on the TSX was $10.25. Since the Company commenced on March 16, 2004, it has exceeded its distribution objectives. The aggregate dividends paid on Class A shares have been $14.80 per share, representing 113 regular consecutive monthly distributions, plus six special distributions. The Preferred Shares have received a total of $4.96 per share for a combined total distribution of $19.76 per unit paid by the Company. All distributions have been made in tax advantage eligible Canadian dividends or capital gains dividends.

The proceeds of the secondary offering, net of expenses and the Agents’ fee, 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. These are currently among the highest dividend-yielding securities in the S&P/TSX 60 Index:

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 initially 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 8:30 a.m. EST on September 25, 2013.

A copy of the preliminary short form prospectus is available from National Bank Financial, CIBC World Markets and RBC Capital Markets.

Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Investors should read the prospectus before investing. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated.

$10.75 for the capital units looks very rich considering that the September 13 NAVPU was $19.34, which gives the capital units an intrinsic value of $9.34. Still, the closing price of DFN today was indeed $11.40, so fools who believe that greater fools will be around tomorrow will find this offering of great interest.

The preferred shares are incredibly attractive at the indicated price of $10.00, but I’ll bet a nickel nobody other than the underwriters actually buys at that level; however, at today’s closing quote of 10.20-25 they are still very attractive and many will find them of interest particularly if they decline with the additional supply.

DFN.PR.A is tracked by HIMIPref™ but relegated to the Scraps index on credit concerns. It was recently confirmed at Pfd-3 by DBRS. Income Coverage in 13H1 was 85%.

Issue Comments

BAM Outlook Raised to Stable by S&P

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.


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

Issue Comments

BNS.PR.Q, FixedReset, To Be Extended at +170bp

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:

FixedReset / FloatingReset Strong Pairs
FixedReset FloatingReset Next
Exchange
Date
Implied
3-Month
Bill Rate
BNS.PR.P BNS.PR.A 2018-4-26 2.46%
TD.PR.S TD.PR.T 2018-7-31 2.13%
BMO.PR.M BMO.PR.R 2018-8-25 2.27%

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!

Issue Comments

BNS.PR.J To Be Redeemed

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.

Issue Comments

SBC.PR.A Semi-Annual Report 13H1

Brompton Split Banc Corp. has released its Semi-Annual Report to June 30, 2013.

Figures of interest are:

MER: 0.98%

Average Net Assets: We need this to calculate portfolio yield. The Total Assets of the fund at year end was $153.6-million, compared to $148.3-million on June 30, so call it an average of $151.0-million. Since the number of units outstanding didn’t change, we can stop there.

Underlying Portfolio Yield: Semi-annual dividends and security lending income received of 3,255,566 divided by average net assets of 151.0-million is 4.31% p.a.

Income Coverage: Net Investment Income of 2,528,389, divided by Preferred Share Distributions of 1,633,624 is 155%.

Issue Comments

TCA.PR.X To Be Redeemed

TransCanada Corporation has announced:

that TransCanada PipeLines Limited (the “Company”) authorized the redemption of all the Company’s four million outstanding 5.60 per cent Cumulative Redeemable First Preferred Shares Series U (Series U Shares) on October 15, 2013. The Series U Shares will be redeemed at a price of $50 per share plus $0.5907 representing accrued and unpaid dividends to such redemption date. The total face value of the outstanding Series U Shares is $200 million and they carry an aggregate of $11.2 million in annualized dividends.

The redemption of the Series U Shares will be administered by Computershare Trust Company of Canada. The Series U Shares trade on the Toronto Stock Exchange under the symbol TCA.Pr.X.

Update: Now, why would TransCanada redeem these shares when they’ve gone out of style recently? Well … have a look at SEDAR and particularly the Preliminary Short Form Prospectus issues September 9 … I’m not allowed to link to this document directly, because the Canadian Securities Administrators, many of whom will eventually get new jobs at the banks and CDS, have awarded a monopoly on the electronic publication of public securities documents to CDS; CDS, naturally, abuses this monopoly by refusing to allow external links to this public information.

Anyway, this prospectus is for more MTNs. On July 19 they issued $300-million of debentures priced at 99.521 with a coupon of 4.55% … and TCA.PR.X has a coupon of 5.6% … and that 5.6% is dividends ….

Issue Comments

DBRS Confirms Nine, Upgrades One SplitShare Corp.

DBRS has announced that it:

has today taken a range of rating actions on ten structured preferred shares.

Equity performance has been positive over the past year, with the S&P/TSX Composite Index rising by 7.0% from July 31, 2012, to July 31, 2013. All ten Issuers experienced stable or increasing net asset values (NAVs) over that same period, with those exposed primarily to Canadian financial institutions outperforming more diversified funds. Notwithstanding the positive performance over the past year, the ratings assigned to the many of the Preferred Shares continue to be constrained by distributions paid to holders of the Capital Shares, which depress NAVs and downside protection levels. Other key rating factors include the downside protection volatility in recent months, the credit quality and diversification of each Portfolio and the expected maturity date of the Preferred Shares of each Issuer. One Preferred Share was upgraded, primarily based on the level and stability of the downside protection over the past year.

DBRS Review Announced 2012-9-7
Ticker Old
Rating
Asset
Coverage
Last
PrefBlog
Post
HIMIPref™
Index
New
Rating
CBU.PR.A Pfd-2 3.1-:1
2013-9-5
2012 Confirmation Not Tracked Pfd-2(high)
NEW.PR.C Pfd-2(high) 3.6-:1
2013-9-5
2012 Upgrade Scraps Pfd-2(high)
BSC.PR.B Pfd-2(low) 2.8+:1
2013-9-5
Partial Redemption Scraps Pfd-2(low)
SBC.PR.A Pfd-3(high) 2.2-:1
2013-9-5
Treasury Offering Scraps Pfd-3(high)
BK.PR.A Pfd-3 2.1-:1
2013-8-30
Warrant expiry Scraps Pfd-3
DFN.PR.A Pfd-3 1.9+:1
2013-8-30
13H1 Financials Scraps Pfd-3
SBN.PR.A Pfd-3 1.8+:1
2013-9-5
2012 Confirmation Scraps Pfd-3
DF.PR.A Pfd-3(low) 1.6-:1
2013-8-30
Annual Report
2012
Scraps Pfd-3(low)
FCS.PR.B Pfd-3(low) 1.4-:1
2012-12-31
2013 Retraction Results Scraps Pfd-3(low)
LBS.PR.A Pfd-3(low) 1.8+:1
2013-9-5
Term Extension Scraps Pfd-3(low)
Issue Comments

BSC.PR.B: Partial Call for Redemption

Scotia Managed Companies has announced:

BNS Split Corp. II (the “Company”) announced today that it has called 136,850 Preferred Shares for cash redemption on September 20, 2013 (in accordance with the Company’s Articles) representing approximately 16.1% of the outstanding Preferred Shares as a result of the special annual retraction of 273,700 Capital Shares by the holders thereof. The Preferred Shares shall be redeemed on a pro rata basis, so that each holder of Preferred Shares of record on September 18, 2013 will have approximately 16.1% of their Preferred Shares redeemed. The redemption price for the Preferred Shares will be $18.85 per share.

Holders of Preferred Shares that are on record for dividends but have been called for redemption will be entitled to receive dividends thereon which have been declared but remain unpaid up to but not including September 20, 2013.

Payment of the amount due to holders of Preferred Shares will be made by the Company on September 20, 2013. From and after September 20, 2013 the holders of Preferred Shares that have been called for redemption will not be entitled to dividends or to exercise any right in respect of such shares except to receive the amount due on redemption.

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

BSC.PR.B was last mentioned on PrefBlog when it was confirmed at Pfd-2(low) by DBRS.

BSC.PR.B is tracked by HIMIPref™ but is relegated to the Scraps index on volume concerns.

Issue Comments

BNA: Change of Website

Followings its name change to Partners Value Split Corp. the old website for BAM Split Corp. (bamsplit.com) has been moved to partnersvaluesplit.com.

Thanks to newly Assiduous Reader gsp for telling me about this in the comments to the previous post.

My inquiry regarding the change has not yet been answered. I have sent a reminder.

The company has four issues of Senior Preferred Shares trading on the Toronto Exchange: BNA.PR.B, BNA.PR.C, BNA.PR.D and BNA.PR.E. All are tracked by HIMIPref™. There is also a series of Junior Preferred Shares outstanding, all of which are held by BAM Investments Corp. (or whatever they’re calling it this week), which also owns all of the Capital Units.

Update, 2013-9-7: I have received an answer to my query:

With respect to the name change of BAM Split Corp. to Partners Value Split Corp., the purpose of this was simply to remove some of the confusion that previously existed with the ‘BAM Split’ name and its relation to Brookfield Asset Management (Brookfield) and not to amend its investment policy, or objectives. The confusion with respect to BAM Split’s name is that some consider it to be a subsidiary of Brookfield whereas its only relation to Brookfield is that it holds a significant investment of Brookfield’s Class A shares in addition to its operations are being managed by Brookfield.

In May of this year we changed the name of BAM Split’s parent, BAM Investments to Partners Value Fund. We feel that changing the name of BAM Split to Partners Value Split better associates this company with its parent as opposed to its investment.

We will be providing more detail in relation to this name change as part of our Sep 30th YE materials that should be available in early December.

Issue Comments

BNA: Name Change to Partners Value Split Corp.

The front page of the website for this company includes the startling information:

Partners Value Split Corp. (formerly “BAM Split Corp.”) commenced operations in September 2001 and currently owns a portfolio …

There was nothing about this in their Semi-Annual Report and the “Corporate Info” page merely repeats the information above.

There is nothing in the “Press Releases” section, and there ain’t nuthin’ on SEDAR either.

I have sent the following query to the company:

Sirs,

I understand from http://www.bamsplit.com/ that BAM Split has changed its name, but can find nothing on SEDAR.

What are the details of this change? Will there be a press release? Are there any implications for the investment policy of the company or its capital structure?

Sincerely,

The above eMail was sent shortly before 3pm, August 29, and no answer has yet been received. I will post more when I know more.

The company has four issues of Senior Preferred Shares trading on the Toronto Exchange: BNA.PR.B, BNA.PR.C, BNA.PR.D and BNA.PR.E. All are tracked by HIMIPref™. There is also a series of Junior Preferred Shares outstanding, all of which are held by BAM Investments Corp. (or whatever they’re calling it this week), which also owns all of the Capital Units.

Update, 2013-9-7: I have received an answer to my query and published an extract on the post reporting the change of website.