Category: Issue Comments

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:

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™.

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.

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).

Manulife Financial Corporation has announced:

that it has completed its offering of 8 million Non-cumulative Rate Reset Class 1 Shares Series 5 (the “Series 5 Preferred Shares”) at a price of $25 per share to raise gross proceeds of $200 million.

The offering was underwritten by a syndicate of investment dealers co-led by RBC Capital Markets and Scotia Capital Inc. The Series 5 Preferred Shares commence trading on the Toronto Stock Exchange today under the ticker symbol MFC.PR.G.

The Series 5 Preferred Shares were issued under a prospectus supplement dated November 29, 2011 to Manulife’s short form base shelf prospectus dated September 3, 2010.

The $200-million issue size implies that not a single dollar of the $50-million greenshoe was exercised.

MFC.PR.G is a 4.40%+290 FixedReset announced November 29. This issue will be tracked by HIMIPref™ and is assigned to the FixedReset index.

The issue traded 93,042 shares today in a range of 23.66-56, a very high range for an investment-grade opening day, before closing at 24.10-28, 11×5.

Vital statistics are:

Split Yield Corporation (managed by Quadravest) has announced:

Notice of Final Redemption of all Shares Effective February 1, 2012

Split Yield Corporation (the”Company” hereby provides formal notice that all of its outstanding Class I Preferred shares (YLD.PR.A), Class II Preferred shares (YLD.PR.B) and Capital shares (YLD) will be redeemed effective February 1, 2012. This redemption is required by and will occur in accordance with the provisions of the Company’s articles of incorporation, as amended, and has previously been discussed in the Company’s annual information form, financial statements and other continuous disclosure documents filed earlier this year.

As more fully described in the Company’s annual information form, financial statements and other continuous disclosure documents, the Class I Preferred shares rank in priority to the Class II Preferred shares and the Class II Preferred shares rank in priority to the Capital shares with respect to the payment of dividends and repayment of capital upon the winding up of the Company. The final formula to calculate the termination payment is as follows: Each Class I Preferred share will be valued at the lesser of (i) $20; and (ii) the Net Assets per unit for the Company on the termination date. Each Class II Preferred share will be valued at the amount, if any, of the difference between the Net Assets per unit of the Company and $20 (the original issue price of the Class I Preferred shares) subject to a maximum value of $15 per share. As such, if the net asset value per unit remains below $20 per unit on termination date, this would mean that each Class II Preferred share would receive no payment. Capital shares will receive no payment unless the unit value was in excess of $35 per unit at termination date. The net asset value per unit as at November 30, 2011 was $17.74. Any retractions received under the January 2012 monthly retraction privilege will be calculated in the same manner as the final termination amount for each class of share.

Class I Preferred shareholders have received total dividends of $14.90 per share since inception. The final quarterly dividend of $0.275 to Class I Preferred shareholders will be made on January 31, 2012. Class II Preferred shareholders have received total dividends of $10.54 per share since inception. Any quarterly Class II Preferred share dividends suspended since July 2008 cannot be declared or made payable if the net asset value is below $20 per unit due to the priority ranking of the Class I Preferred shares. Capital shares have received total dividends of $7.25 per share since inception. Overall, a total of $32.69 per unit in distributions was made since inception.

The Manager will begin liquidating the portfolio during the latter half of January 2012 in preparation for the final redemption. A final net asset value will be calculated as at January 31, 2012 and will be used to determine the final redemption prices.

Payment of the redemption prices as applicable are expected to be made no later than February 16, 2012 and will be paid to the beneficial holders of such shares through payment to the CDS participant through which such shares are held.

The Company anticipates that trading in all three classes of shares on the Toronto Stock Exchange will be halted at the opening of trading on February 1, 2012 and that such shares would then be de-listed from the Exchange effective the close of trading on that date. Once all necessary tax clearance certificates are obtained and other corporate formalities observed, it is expected that the Company will then be dissolved.

So in a nutshell, YLD.PR.A gets the first $20, YLD.PR.B gets the next $15 and YLD gets the balance. Trouble is the NAV is currently only 17.74.

YLD.PR.A and YLD.PR.B have both been tracked by HIMIPref™, but have been relegated to the Scraps index on credit concerns. Tracking of YLD.PR.B will cease immediately, but tracking of YLD.PR.A is expected to continue until redemption. YLD.PR.A and YLD.PR.B were last discussed on PrefBlog in connection with the 09H1 Financial Statements.

If we look at the January 2011 Annual Report, we can get a good feel for how this happened:

Standard & Poor’s has announced:

• Deteriorating operating performance, combined with substantially weakened access to capital markets, has materially affected the credit quality of Montreal-based classified directory publisher Yellow Media Inc., in our
  opinion.

• As a result, we are lowering our long-term corporate credit rating on Yellow Media to ‘BB-‘ from ‘BB+’ and placing the company on CreditWatch with negative implications.
• At the same time, we are lowering various issue-level ratings on Yellow Media and putting these ratings on CreditWatch, reflecting the downgrade on the company.
• The CreditWatch listing reflects our concerns about Yellow Media’s
  deteriorating cash flows and weakened access to the capital markets, which have increased the risk associated with the company’s ability to refinance its future debt maturities.

…
At the same time, we lowered our issue-level rating on the company’s senior unsecured debt to ‘BB-‘ (the same as the corporate credit rating on Yellow Media) from ‘BB+’, and revised our recovery rating on the debt to ‘4’ from ‘3’. A ‘4’ recovery rating indicates our expectation for average (30%-50%) recovery in the event of a default.

We also lowered our issue-level rating on Yellow Media’s subordinated debt to ‘B’ (two notches below the corporate credit rating) from ‘BB-‘. The recovery rating on this debt is unchanged at ‘6’, indicating our expectation of negligible (0%-10%) recovery in a default situation.

Finally, we lowered our Canada scale rating on the company’s preferred shares to ‘P-4 (Low)’ from ‘P-4 (High)’. All of the issue level ratings have been placed on CreditWatch negative, reflecting the downgrade on the company.
…
“The downgrade and CreditWatch listing reflect our concerns about a further deterioration in operating performance and rising refinancing risks at Yellow Media,” said Standard & Poor’s credit analyst Madhav Hari. “Specifically, we now believe that print declines will accelerate beyond our low-to-mid teens percent expectations and that the company will be challenged to increase its online revenue at the levels we had imputed in our previous assumptions,” Mr. Hari added.

As such, erosion of overall revenue could be steeper in the near term while visibility for the timing of revenue stabilization or turnaround is very poor. More important, given print acceleration and the greater degree of investment needed to even sustain a lower pace of online growth, we now believe operating margins could prove to be below our previous expectations of about 50%. Consequently, we expect discretionary operating cash flow to weaken, which would limit the company’s financial flexibility. Given significant uncertainty with regard to the company’s ability to renew or extend its bank facilities beyond February 2013, and arguably poor access to the capital markets (as evidenced by pricing of the company’s equity and debt securities), we believe refinancing risks associated with the company’s future debt maturities, including the C$255 million medium-term notes due 2013, has increased meaningfully.

YLO has four issues of preferreds outstanding: YLO.PR.A & YLO.PR.B (OperatingRetractible) and YLO.PR.C & YLO.PR.D (FixedReset).

These issues were last mentioned on PrefBlog when I published a transcript of the 11Q3 Conference Call. All issues are tracked by HIMIPref™; all are relegated to the Scraps index on credit concerns.

RioCan Real Estate Investment Trust has announced:

that it has successfully completed its issuance of an aggregate of 5,980,000 Cumulative Rate Reset Preferred Trust Units, Series C (the “Series C Units”) at a price of $25.00 per Series C Unit for aggregate gross proceeds of $149,500,000. The aggregate offering was comprised of the previously announced issuance of 5,200,000 Series C Units at $25.00 per Series C Unit for gross proceeds of $130,000,000, together with the option granted to underwriters, which was exercised in full, for an issuance of an additional 780,000 Series C Units for $25.00 per Series C Unit for additional gross proceeds of $19,500,000. The underwriting syndicate for the offering was co-led by RBC Capital Markets, CIBC and TD Securities Inc.

The offering was made under RioCan’s amended and restated base shelf short form prospectus dated December 21, 2010 amending and restating the base shelf short form prospectus dated July 6, 2010. The terms of the offering are described in a prospectus supplement dated November 21, 2011, which was filed with Canadian securities regulators.

REI.PR.C is an interest-bearing FixedReset, 4.70%+318 announced November 18. The issue size was announced as $130-million and a greenshoe for 19.5-million, which has been fully exercised. The issue will be tracked by HIMIPref™ but is relegated to the Scraps index on credit concerns.

The issue traded 101,982 shares in a range of 24.62-00 today before closing at 24.90-94, 28×1. Vital Statistics are:

TransAlta Corporation has announced:

it has completed its public offering of 11,000,000 Cumulative Redeemable Rate Reset First Preferred Shares, Series C (the “Series C Shares”) at a price of $25.00 per Series C Share.

The offering, previously announced on November 22, 2011, resulted in gross proceeds to TransAlta of $275 million. The net proceeds of the offering will be used to partially fund capital projects, for other general corporate purposes, and to reduce short term indebtedness of the company and its affiliates. TransAlta may invest funds that it does not immediately require in short term marketable debt securities.

The Series C Shares were offered to the Canadian public through a syndicate of underwriters led by CIBC World Markets Inc., RBC Capital Markets and Scotia Capital Inc. by way of a prospectus supplement that was filed with securities regulatory authorities in Canada under TransAlta’s short form base shelf prospectus dated November 15, 2011.

Holders of Series C Shares are entitled to receive a cumulative quarterly fixed dividend yielding 4.60% annually for the initial period ending June 30, 2017. Thereafter, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 3.10%. Holders of Series C Shares will have the right, at their option, to convert their shares into Cumulative Rate Reset First Preferred Shares, Series D (the “Series D Shares”), subject to certain conditions, on June 30, 2017 and on June 30 every five years thereafter. Holders of Series D Shares will be entitled to receive cumulative quarterly floating dividends at a rate equal to the three-month Government of Canada Treasury Bill yield plus 3.10%. The Series C Shares are listed on the Toronto Stock Exchange under the ticker symbol TA.PR.F.

TA.PR.F is a FixedReset, 4.60%+310, announced 2011-11-22. TA.PR.F will be tracked by HIMIPref™, but relegated to the Scraps index on credit concerns.

The issue traded 219,150 shares in a range of 24.85-95 today before closing at 24.87-92, 1×13. Vital statistics are: