Category: Issue Comments

Issue Comments

BNS: Preferred Technical Downgrade on Global Scale by S&P

Standard & Poor’s has announced:

  • Following a review of the Bank of Nova Scotia (BNS) under Standard & Poor’s revised bank criteria (published on Nov. 9, 2011), we are affirming the ‘AA-/A-1+’ long- and short-term issuer credit ratings on
    BNS. The outlook is stable.

  • Our ratings on BNS reflect the bank’s strong business position, adequate
    capital and earnings, strong risk position, and average funding and adequate liquidity, as our criteria define these terms.

  • The ratings on BNS benefit from a one-notch uplift for potential extraordinary government support in a crisis.
  • We expect the bank to continue to generate consistent earnings supported by its stable retail banking operations and manageable loan losses.

As we previously announced, on Dec. 13, 2011, Standard & Poor’s Ratings Services affirmed its ‘AA-/A-1+’ long- and short-term issuer credit ratings on The Bank of Nova Scotia. The outlook is stable. At the same time, we lowered the ratings on the bank and its subsidiaries’ hybrid securities and preferred stock to ‘A-‘ from ‘A’, two notches below the SACP, consistent with the application of our revised bank hybrid capital criteria (published Nov. 1, 2011).

The issues remain at P-1(low) on the Preferred Scale.

BNS has the following issues outstanding: BNS.PR.J, BNS.PR.K, BNS.PR.L, BNS.PR.M, BNS.PR.N and BNS.PR.O (DeemedRetractible) and BNS.PR.P, BNS.PR.Q, BNS.PR.R, BNS.PR.T, BNS.PR.X, BNS.PR.Y and BNS.PR.Z (FixedReset).

Issue Comments

RY: Preferred Technical Downgrade on Global Scale by S&P

Standard & Poor’s has announced:

  • Following a review of Royal Bank of Canada (RBC) under Standard & Poor’s revised bank criteria (published Nov. 9, 2011), we are affirming the ‘AA-/A-1+’ issuer credit ratings on the bank. The outlook is stable.
  • Our ratings on RBC are based on its strong business position, moderate capital and earnings, strong risk position, and average funding and adequate liquidity, as our criteria define these terms.
  • The issuer credit rating on RBC receives one notch of uplift, reflecting RBC’s high systemic importance in Canada and our assessment of the Canadian government as supportive.
  • We expect the bank to continue to generate consistent earnings supported
    by its premier business franchises in Canada with its stable retail banking operations and manageable loan losses.

As we previously announced, on Dec. 13, 2011, Standard & Poor’s Ratings Services affirmed its ‘AA-/A-1+’ issuer credit ratings on Royal Bank of Canada (RBC). The stand-alone credit profile (SACP) is ‘a+’. The outlook is stable. At the same time, we lowered the ratings on the bank and its subsidiaries’ hybrid securities and preferred stock to ‘A-‘ from ‘A’, two notches below the SACP, consistent with application of our revised bank hybrid capital criteria (published Nov. 1, 2011).

We also lowered our ratings on RBC and its subsidiaries’ nondeferrable subordinated debt to ‘A’ from ‘A+’. RBC’s nondeferrable subordinated debt is rated off the ‘a+’ SACP as opposed to being notched from the ‘AA-‘ issuer credit rating, based on our new hybrid criteria. We stipulate that nondeferrable subordinated debt would be rated below a bank’s SACP in countries whose legal or regulatory frameworks may not support this type of debt in a stress scenario. Recent guidance from the Office of the Superintendent of Financial Institutions (OSFI) expresses an expectation that, after a transition period, all Tier 1 and 2 capital instruments “must be able to absorb losses in a failed financial institution”. Standard & Poor’s expects differentiated treatment would apply to capital instruments and senior debt as a Canadian bank approaches a state of nonviability.

The issues remain at P-1(low) on the Preferred Scale.

RY has the following preferred shares outstanding: RY.PR.A, RY.PR.B, RY.PR.C, RY.PR.D, RY.PR.E, RY.PR.F, RY.PR.G and RY.PR.H (DeemedRetractible); RY.PR.I, RY.PR.L, RY.PR.N, RY.PR.P, RY.PR.R RY,PR.T, RY.PR.X and RY.PR.Y (FixedReset); and RY.PR.W (PerpetualDiscount)

Issue Comments

SLF Put on CreditWatch Negative by S&P

Sun Life Financial announced December 12:

the completion of a major strategic review of its businesses. Dean A. Connor, President and Chief Executive Officer, said the company will be repositioned to accelerate growth, improve return on shareholders’ equity and reduce volatility by concentrating its future growth into four key pillars:

  • Continuing to build on its leadership position in Canada in insurance, wealth management and employee benefits;
  • Becoming a leader in group insurance and voluntary benefits in the U.S.;
  • Supporting continued growth in MFS Investment Management, and broadening Sun Life’s other asset management businesses around the world; and
  • Strengthening Sun Life’s competitive position in Asia.

As a result of this strategic review, the Company announced that it will close its domestic U.S. variable annuity and individual life products to new sales effective December 30, 2011. The decision to discontinue sales in these two lines of business is based on unfavourable product economics which, due to ongoing shifts in capital markets and regulatory requirements, no longer enhance shareholder value. This decision reflects the Company’s intensified focus on reducing volatility and improving the return on shareholders’ equity by shifting capital to businesses with superior growth, risk and return characteristics.

Standard & Poor’s has announced:

  • Sun Life Financial Inc. announced that it will discontinue sales of its U.S. variable annuity (VA) and U.S. individual life products effective Dec. 31, 2011.
  • We have placed our ratings on Sun Life Financial Inc., including our ‘A’ counterparty credit rating, on CreditWatch with negative implications, reflecting the potential loss of earnings quality and diversification at the holding company.
  • In addition, we have revised our view of Sun Life Assurance Co. of Canada (U.S.) and subsidiaries (SLUS) to nonstrategically important to Sun Life Financial Inc., from core.
  • As a result, we lowered our long-term counterparty and financial strength rating on SLUS to ‘A-‘ and placed the ratings on CreditWatch with negative implications.
  • The ratings on the Canadian entities within the group are unaffected.


We expect to resolve the CreditWatch within three months, following a more in-depth analysis of the SLUS prospective stand-alone capitalization, earnings, the details of the run-off plan, and the potential parental support.

We could affirm the ratings on Sun Life Financial if, upon further analysis, we believe the loss of earnings from SLUS is immaterial and coverage ratios and earnings diversification from remaining operations continue to support the current holding company notching. Otherwise, we could lower our ratings on the holding company by one notch, so that we would rate it three notches below the financial strength rating on the group’s core subsidiaries instead of the current two notches.

In contrast:

DBRS has today commented on the decision announced today by Sun Life Financial Inc. (SLF or the Company) to stop selling variable annuity and individual life insurance products in the U.S. market. DBRS views the decision favourably. There are no rating changes as a result of this action.

SLF has the following preferred shares outstanding: SLF.PR.A, SLF.PR.B, SLF.PR.C, SLF.PR.D and SLF.PR.E (DeemedRetractible) and SLF.PR.F, SLF.PR.G, SLF.PR.H and SLF.PR.I (FixedReset). All are tracked by HIMIPref™ and assigned to their respective indices.

Issue Comments

MFC.PR.G Underwriters' Clearance Sale

Usually reliable sources tell me that the underwriters of MFC.PR.G are blowing out their inventory at 23.75.

MFC.PR.G is a 4.40%+290 FixedReset that settled December 6 to widespread revulsion and despair … the inventory blow-out is happening while the ink’s still wet on the certificate!

It is interesting to compare this with the BCE.PR.K reopening announced yesterday … BCE.PR.K is a 4.15%+188 FixedReset trading at around par.

I don’t get it.

You want to talk about BCE being a better credit than MFC? We can talk. You want to talk about BCE being non-financial and therefore having some scarcity value? We can talk. But is that worth A WHOLE FRIGGIN’ POINT of dividend after reset? Even before accounting for the price difference? You better talk real good!

Issue Comments

BCE.PR.K Reopening: Ridiculous Rip-Off Wrinkle

BCE Inc. has announced:

that it has entered into an agreement to issue and sell 10,000,000 Cumulative Redeemable First Preferred Shares, Series AK (series AK preferred shares), at a price of $25.00 per share, for aggregate gross proceeds of $250 million on a bought deal basis to a syndicate led by RBC Capital Markets, BMO Capital Markets and TD Securities Inc. This offering constitutes an additional issuance to the 13,800,000 series AK preferred shares that BCE initially issued on July 5, 2011.

The underwriters have also been granted an over-allotment option to purchase, at the offering price, up to an additional 1,200,000 series AK preferred shares exercisable until the date that is 30 days following the closing. Should the over-allotment be fully exercised, the total gross proceeds of the offering will be $280 million.

The series AK preferred shares will have the same terms and conditions as the existing series AK preferred shares and will pay on a quarterly basis (with the first quarterly dividend to be paid March 31, 2012), for the initial fixed rate period ending December 31, 2016, if, as and when declared by the Board of Directors of BCE, a fixed cash dividend of $0.25938. The dividend rate will be reset on December 31, 2016 and every five years thereafter at a rate equal to the 5-year Government of Canada bond yield plus 1.88%. The series AK preferred shares are redeemable by the issuer on or after December 31, 2016, in accordance with their terms.

Holders of series AK preferred shares have the right, at their option, to convert their shares into Cumulative Redeemable First Preferred Shares, Series AL, (series AL preferred shares) subject to certain conditions, on December 31, 2016 and on December 31 every five years thereafter. Holders of series AL preferred shares are entitled to receive quarterly floating adjustable cash dividends at a rate equal to the three-month Government of Canada Treasury Bill yield plus 1.88%.

The series AK preferred shares will be offered for sale to the public in each of the provinces of Canada pursuant to a short form prospectus to be filed with Canadian securities regulatory authorities in all Canadian provinces. The offering is scheduled to close on or about January 4, 2012, subject to certain conditions, including obtaining all necessary regulatory approvals.

The net proceeds of this offering will be used for general corporate purposes.

The extant issue traded today slightly above 25.00, but IIROC halted trading shortly before the close.

I’m surprised the underwriters are letting BCE get away with this, but all’s fair in love, war and investments!

BCE.PR.K is a 4.15%+188 FixedReset that began trading in July. At the time of its announcement on June 20, the GOC 5-Year yield was about 2.20%. Since then it has tumbled to about 1.33% … implying that the normal structure would require an Issue Reset Spread of about 275bp if a new issue was done today. Naturally, the company prefers to issue new shares with a spread of 188bp!

One reason the structure evolved the way it did was because of all of the bank issuance – OSFI will allow index-based coupons in Tier 1 Capital, but only if there’s no future step-up implied in the calculation on approval date. I wonder how they feel about step-downs!

I had a number of things to say about the price effect of projected reset rates for discounted and near-par FixedResets in the December edition of PrefLetter which was published early this morning. Correlation or Causation?

Update: DBRS rates Pfd-3(high), Trend Stable.

Issue Comments

DBRS Confirms YLO Preferreds at Pfd-4(low), Trend Negative

A mere affirmation of a rating would not normally warrant a dedicated post, but I’ve spent so much of the past six months writing about the issue, it’s worth highlighting.

DBRS confirmed its ratings on YLO today:

DBRS has today confirmed Yellow Media Inc.’s (Yellow Media or the Company) Issuer Rating at BB, its Medium-Term Notes at BB with an RR4 recovery rating, its Exchangeable Subordinated Debentures at B (high) with an RR6 recovery rating and its Preferred Shares at Pfd-4 (low). The trend on its Issuer Rating, debt and preferred shares remains Negative (DBRS lowered its ratings on Yellow Media on September 28, 2011).

DBRS notes that Yellow Media’s unsecured debt has average recovery prospects while its subordinated debt has poor recovery prospects under a base case default/recovery scenario. As such, DBRS has confirmed Yellow Media’s Medium-Term Notes recovery rating at RR4 (30% to 50% expected recovery) with an instrument rating of BB and confirmed its Exchangeable Subordinated Debentures recovery rating at RR6 (0% to 10% expected recovery) with an instrument rating at B (high).

From a financial risk perspective, DBRS notes that Yellow Media’s limited financial flexibility and liquidity are compounded by little access to the capital markets. This puts the Company in a position of being largely reliant on its internally generated free cash flow as its primary source of liquidity to repay its debt maturities. While DBRS notes that reduced debt in 2011 (largely paid for with proceeds from the sale of Trader Corporation and LesPAC Inc., as well as free cash flow), the lower resulting interest expense and the reduction and ultimate elimination of its common share dividend in Q4 2011 will help in terms of free cash flow, these will only partially offset the aforementioned pressure on EBITDA as the print-to-digital transition continues. Despite these factors, DBRS expects the Company should be able to generate free cash flow of $200 million or more per year (DBRS has assumed cash taxes are paid in the year they are incurred) in 2012. However, DBRS notes that over the four years from 2013 to 2016, roughly two-thirds of Yellow Media’s total debt ($1.9 billion as at September 30, 2011) matures. In 2013, the Company faces its largest maturity year (likely to be approximately $400 million) as its credit facility matures in February, followed by notes in July and December.

DBRS notes that Yellow Media must demonstrate meaningful traction with its digital transition while attaining additional liquidity to help with refinancing needs to keep its Issuer Rating in the BB range. Alternatively, should its transition take longer while print pressure continues to accelerate, Yellow Media may not have the ability to handle its debt maturities by means of internally generated free cash flow as they mature.

Separately, the commercial paper rating was withdrawn:

DBRS had today discontinued its Commercial Paper rating of Yellow Media Inc. (Yellow Media or the Company) after all of the Company’s outstanding commercial paper was repaid upon maturity in November 2011.

DBRS does not expect Yellow Media to issue commercial paper in the near term.

YLO has four listed issues of preferred shares: YLO.PR.A and YLO.PR.B (OperatingRetractible) and YLO.PR.C and YLO.PR.D (FixedReset). All are tracked by HIMIPref™; all are relegated to the Scraps index on credit concerns.

These issues were last mentioned on PrefBlog when S&P downgraded them to P-4(low).

Issue Comments

BAF.PR.C Firm on Reasonable Volume

Bell Aliant has announced:

that its subsidiary, Bell Aliant Preferred Equity Inc. (the “Company”), has closed the sale of 4,600,000 4.55% Cumulative 5-Year Rate Reset Series C Preferred Shares (the “Series C Preferred Shares”) at a price of $25.00 per Series C Preferred Share for total gross proceeds of $115 million. This follows the Company’s previously announced bought deal public offering led by RBC Capital Markets, Scotia Capital and BMO Capital Markets, and includes the exercise in full by the syndicate of underwriters of their over-allotment option. The Series C Preferred Shares begin trading on the TSX under the symbol “BAF.PR.C” today.

BAF.PR.C is a FixedReset, 4.55%+309, announced November 21. BAF.PR.C will be tracked by HIMIPref™, but relegated to the Scraps index on credit concerns.

The issue traded 151,545 shares today in a range of 24.75-00 before closing at 25.00-06, 8×24.

Vital statistics are:

BAF.PR.C FixedReset YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2041-12-07
Maturity Price : 23.14
Evaluated at bid price : 25.00
Bid-YTW : 4.38 %
Issue Comments

BIG.PR.B, BIG.PR.C: Partial Call for Redemption

TD Securities’ Big 8 Split Inc. has announced:

that it has called a total of 368,040 Preferred Shares, comprised of 174,186 Class B Preferred Shares and 193,854 Class C Preferred Shares, for cash redemption on December 15, 2011 representing approximately 20.0% of all outstanding Preferred Shares as a result of holders of 368,040 Capital Shares exercising their special annual retraction rights. The Preferred Shares shall be redeemed on a pro rata basis, so that holders of record of Preferred Shares on the close of business on December 14, 2011 will have approximately 20.0% of their Preferred Shares redeemed.

The redemption price for the Preferred Shares will be $12.00 per share. Holders of Preferred Shares that have been called for redemption will only be entitled to receive dividends on those which have been declared but remain unpaid up to and including December 15, 2011.

As a result, a total of 368,040 Preferred and Capital Shares, or approximately 20.0% of both classes of shares currently outstanding will be redeemed.

Payments and delivery of cash and common shares owing as a result of shareholders having exercised their retraction privilege and the above notice of call, will be made by the Company on December 15, 2011.

Big 8 Split was established to generate dividend income for holders of the Preferred Shares while providing holders of the Capital Shares, with a leveraged opportunity to participate in capital appreciation from a portfolio of common shares of Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada, The Toronto-Dominion Bank, Great-West Lifeco Inc., Manulife Financial Corporation, and Sun Life Financial Inc.

Information concerning Big 8 Split Inc. is available on our website at www.tdsponsoredcompanies.com.
The Capital Shares and Preferred Shares of Big 8 Split are listed on the Toronto Stock Exchange under the symbols BIG.A, BIG.pr.B and BIG.pr.C respectively.

BIG.PR.B & BIG.PR.C were last mentioned when there was a partial redemption call in 2010. Neither BIG.PR.B nor BIG.PR.C are tracked by HIMIPref™.

Issue Comments

CSE.PR.A Dives on Common Dividend Warning

Capstone Infrastructure Corporation has announced that it:

updated its outlook for 2012 for Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) and payout ratio, which is based on Adjusted Funds From Operations (“AFFO”), to reflect the impact of certain external events and internal initiatives subsequent to the Corporation’s previous outlook.

The Corporation currently expects 2012 Adjusted EBITDA to be approximately $120 million compared with previous estimates of approximately $140 million. The 2012 payout ratio is expected to be approximately 120% to 130% compared with the previously provided outlook of approximately 85% to 90%

Based on the Corporation’s existing portfolio, outlook and current dividend level, management expects the payout ratio in 2013 and 2014 to return to the 100% or below range. Notwithstanding this view, at the current dividend level the Corporation’s 2012 payout ratio is now expected to be higher than previously anticipated. Based on the assumptions underlying the 2012 outlook, as identified above and which are subject to change, it is unlikely that the Corporation will continue to pay the current dividend through 2014 as previously expected. The Corporation expects to gain clarity on Cardinal’s future cash flow profile in the first half of 2012. As a result, the Board of Directors and management intend to re-evaluate the Corporation’s dividend policy in 2012.

Outlook for 2011
The Corporation also updated its outlook for 2011 to reflect the impact of IFRS adjustments related to the accounting for Bristol Water. Excluding the one-time costs related to the internalization of management in April 2011, Adjusted EBITDA is expected to be approximately $70 to $75 million, which is generally consistent with the previously provided outlook of approximately $75 million. The payout ratio in 2011, which is based on AFFO and excludes internalization costs, is expected to be approximately 130% compared with approximately 120% previously. The 2011 outlook remains subject to the final purchase price accounting treatment and final transaction costs (such as stamping fees) for Bristol Water, which will be finalized in early 2012.

The common dived:

Stock in utility owner Capstone Infrastructure Corp. (TSX:CSE) dropped by more than a third on Tuesday as the company indicated it would likely be forced to lower its dividend next year.

On the Toronto Stock Exchange, shares in the owner of power plants, a water utility and an interest in a heating business in Sweden closed down $2.06, or 37 per cent at $3.54.

Roughly six million shares traded hands, making it one of the most active issues on the Toronto market.

Capstone said it would review the dividend in the first half of next year, but gave no indication of the size of any cut it might make.

The stock currently pays a monthly dividend of 5.5 cents per share, representing an annual yield of almost 11.8 per cent based on the company’s share price Monday and nearly 19 per cent based on the stock price Tuesday.

Capstone’s portfolio includes gas cogeneration, wind, hydro, biomass and solar power facilities with an installed capacity of some 370 megawatts, a 33.3 per cent interest in a district heating business in Sweden and a 70 per cent interest in a regulated water utility in the United Kingdom.

… and the preferred share price went along for the ride, closing at 15.71-99, down about 20% from Monday’s close of 19.62-20, on volume of 80,845 shares (a little under 3% of the 3-million shares outstanding).

The company is not rated by DBRS; S&P has them at P-3 and did not take any action today.

Issue Comments

S&P Revises ENB Outlook to Stable

Standard and Poor’s has announced:

  • We are revising our outlook on Enbridge Inc. (EI), Enbridge Pipelines Inc., and Enbridge Gas Distribution Inc. to stable from negative
  • We are also affirming our ratings, including our ‘A-‘ long-term corporate credit ratings, on the three.
  • The outlook revision reflects our view of the lower probability of funds from operations-to-debt falling below 13% in the next two years.
  • Nevertheless, we expect forecast credit metrics to remain weak for the ratings, primarily as a result of EI’s ongoing large capital program that could exceed C$6 billion in 2012.
  • We expect Enbridge and its subsidiaries to manage their balance sheets and credit metrics in part through issuing preferred shares, asset dropdowns, and a reduction of its ownership stake in its sponsored
    investments, consistent with recent actions.

  • We have not changed our view that the competitive toll settlement, which went into affect July 1, 2011, has marginally increased EI’s business risk.


The stable outlook on EI reflects our view that credit metrics, while weak for the ratings are expected to remain above established thresholds. A deterioration in adjusted last-12-month FFO-to-debt below 13% would likely result in a downgrade. In addition, deterioration in the business risk profile, either through a single event or a more gradual shift, could lead us to lower the ratings. Without a material reduction in leverage, an upgrade is unlikely.

The company was affirmed by DBRS today:

The improvement in ENB’s credit metrics since the year-end 2008 trough reflects rising earnings and cash flow from projects placed in service combined with lower capex and investments that have led to smaller free cash flow deficits and financing requirements over the subsequent 33-month period. Net proceeds from the issuance of preferred shares in late Q3 2011 ($0.5 billion) and of common equity in the form of reinvested dividends ($0.6 billion since year-end 2008) reduced the Company’s incremental debt financing needs relative to previous levels. ENB’s credit metrics in the nine months ending September 30, 2011 (9M 2011) were stronger than in 9M 2010, reflecting higher net income (before extraordinary items) and the full period benefit of cash earnings from two major projects placed into service in 2010 (the Alberta Clipper Project (Alberta Clipper) on April 1, 2010, and Southern Lights Diluent Import Pipeline (Southern Lights) on July 1, 2010) compared with cash earnings since the in-service dates and non-cash allowance for equity funds used during construction (AEDC) and all of the associated debt in 9M 2010.

Enbridge has three issues of preferred shares outstanding: ENB.PR.A (5.5% PerpetualPremium, currently callable at par), and the FixedResets ENB.PR.B (4.00%+240) & ENB.PR.D (4.00%+237).