Category: Issue Comments

Issue Comments

NA.PR.G To Reset To 7.056%

National Bank of Canada has announced:

Further to its announcement of September 20, 2023, National Bank of Canada (the “Bank”) (TSX: NA) announced today the dividend rates applicable to the Non-Cumulative 5‑Year Rate Reset First Preferred Shares, Series 42 Non-Viability Contingent Capital (NVCC) (the “Series 42 Shares”) and the Non-Cumulative Floating Rate First Preferred Shares, Series 43 (NVCC) (the “Series 43 Shares”).

Holders of Series 42 Shares, should any remain outstanding after November 15, 2023, will be entitled to receive fixed-rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of the Bank and subject to the provisions of the Bank Act (Canada). The dividend rate for the five-year period commencing on November 16, 2023, and ending on November 15, 2028, will be 7.056%, being equal to the sum of the five-year Government of Canada Bond yield (4.286%) plus 2.77%, as determined in accordance with the terms of the Series 42 Shares.
Holders of Series 43 Shares, should any be issued on November 15, 2023, 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 the Bank and subject to the provisions of the Bank Act (Canada). The dividend rate for the three-month period commencing on November 16, 2023, and ending on February 15, 2024, will be 7.93%, being equal to the sum of the 90-day Government of Canada Treasury Bill yield (5.16%) plus 2.77%, calculated on the basis of actual number of days elapsed in such quarterly floating rate period divided by 365, as determined in accordance with the terms of the Series 43 Shares.

Holders of the Series 42 Shares have, subject to certain conditions, the right to convert all or part of their Series 42 Shares on a one-for-one basis into Series 43 Shares on November 15, 2023.

Beneficial owners of Series 42 shares who wish to exercise their conversion right should communicate as soon as possible with their broker or other nominee and ensure that they follow their instructions in order to meet the deadline to exercise such right, which is October 31, 2023, at 5:00 p.m. (EDT).

The September 20 press release referenced above stated:

National Bank of Canada (“National Bank”) (TSX: NA) announced today that it does not intend to exercise its right to redeem all or part of the currently outstanding 12,000,000 Series 42 Shares on November 15, 2023. As a result, subject to certain conditions, the holders of the Series 42 Shares will have the right to convert all or part of their Series 42 Shares on a one-for-one basis into Non-Cumulative Floating Rate First Preferred Shares, Series 43 (NVCC) (the “Series 43 Shares”) on November 15, 2023, in accordance with the terms of the Series 42 Shares described in the prospectus supplement dated June 4, 2018.

Holders who do not exercise their right to convert their Series 42 Shares into Series 43 Shares on November 15, 2023, will retain their Series 42 Shares.

The foregoing conversions are subject to the conditions that:

i. if National Bank determines that there would remain outstanding on November 15, 2023, less than 1,000,000 Series 43 Shares, after having taken into account all Series 42 Shares tendered for conversion into Series 43 Shares, then holders of Series 42 Shares will not be entitled to convert their shares into Series 43 Shares, and

ii. alternatively, if National Bank determines that there would remain outstanding on November 15, 2023, less than 1,000,000 Series 42 Shares, after having taken into account all Series 42 Shares tendered for conversion into Series 43 Shares, then all remaining Series 42 Shares will automatically be converted into Series 43 Shares without the consent of the holders on November 15, 2023.

In either case, National Bank shall give a notice to that effect to all registered holders of Series 42 Shares no later than November 8, 2023.

On October 17, 2023, National Bank will give notice of:

i. the annual fixed dividend rate applicable to the Series 42 Shares to which a holder of Series 42 Shares will be entitled for the 5-year period from November 16, 2023, up to and including November 15, 2028; and

ii. the floating quarterly dividend rate applicable to the Series 43 Shares to which a holder of Series 43 Shares will be entitled for the 3-month period from November 16, 2023, up to and including February 15, 2024.

Beneficial owners of Series 42 Shares who wish to exercise their conversion right should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which will run from October 16, 2023, until October 31, 2023, at 5:00 p.m. (EDT).

NA.PR.G was issued as a FixedReset, 4.95%+277, NVCC compliant, that commenced trading 2018-6-11 after being announced 2018-05-31. It is tracked by HIMIPref™ and is assigned to the FixedResets (Discount) subindex.

Thanks to Assiduous Reader niagara for bringing this to my attention!

Issue Comments

BCE NCIB Is Real

BCE Inc. renewed its Normal Course Issuer Bid on 2022-11-2:

BCE Inc. (BCE) today announced that the Toronto Stock Exchange (the “TSX”) has accepted a notice filed by BCE of its intention to renew its normal course issuer bid (“NCIB”) to purchase up to 10% of the public float of each series of BCE’s outstanding First Preferred Shares that are listed on the TSX (the “Preferred Shares”). The period of the NCIB will extend from November 9, 2022 to November 8, 2023, or an earlier date should BCE complete its purchases under the NCIB. BCE will pay the prevailing market price at the time of acquisition for any Preferred Shares purchased plus brokerage fees payable by BCE (except with respect to purchases made under an issuer bid exemption order, which will be at a discount to the prevailing market price), and all Preferred Shares acquired by BCE under the NCIB will be cancelled.

The actual number of Preferred Shares repurchased under the NCIB and the timing of such repurchases will be at BCE’s discretion and shall be subject to the limitations set out in the TSX Company Manual.

The NCIB will be conducted through a combination of discretionary transactions and purchases under an automatic securities purchase plan through the facilities of the TSX as well as alternative trading systems in Canada, if eligible, or by such other means as may be permitted by securities regulatory authorities, including pre-arranged crosses, exempt offers, private agreements under an issuer bid exemption order issued by securities regulatory authorities and block purchases of Preferred Shares. Purchases made under an issuer bid exemption order will be at a discount to the prevailing market price.

Under the NCIB, BCE is authorized to repurchase shares of each respective series of the Preferred Shares as follows:

Series Ticker Issued and Outstanding Shares(1) Public Float(1) Average Daily Trading Volume(2) Maximum Number of Shares Subject to Purchase
  Total(3) Daily(4)
R BCE.PR.R 7,998,900 7,998,900 4,055 799,890 1,013
S BCE.PR.S 2,128,267 2,128,267 1,067 212,826 1,000
T BCE.PR.T 5,870,133 5,870,133 11,269 587,013 2,817
Y BCE.PR.Y 8,079,291 8,079,291 6,383 807,929 1,595
Z BCE.PR.Z 1,918,509 1,918,509 659 191,850 1,000
AA BCE.PR.A 12,307,661 12,307,661 9,932 1,230,766 2,483
AB BCE.PR.B 7,688,739 7,688,739 6,989 768,873 1,747
AC BCE.PR.C 10,027,991 10,027,991 3,598 1,002,799 1,000
AD BCE.PR.D 9,963,209 9,963,209 5,255 996,320 1,313
AE BCE.PR.E 6,512,913 6,512,913 5,004 651,291 1,251
AF BCE.PR.F 9,481,487 9,481,487 5,397 948,148 1,349
AG BCE.PR.G 8,979,530 8,979,530 5,276 897,953 1,319
AH BCE.PR.H 5,017,570 5,017,570 2,961 501,757 1,000
AI BCE.PR.I 9,535,040 9,535,040 3,983 953,504 1,000
AJ BCE.PR.J 4,464,960 4,464,960 3,703 446,496 1,000
AK BCE.PR.K 23,190,312 23,190,312 15,753 2,319,031 3,938
AL BCE.PR.L 1,799,388 1,799,388 462 179,938 1,000
AM BCE.PR.M 10,439,978 10,439,978 7,767 1,043,997 1,941
AN BCE.PR.N 1,054,722 1,054,722 968 105,472 1,000
AQ BCE.PR.Q 9,200,000 9,200,000 5,946 920,000 1,486
(1) As of November 2, 2022.
(2) For the 6 months ended October 31, 2022.
(3) Represents approximately 10% of the public float in respect of each series of Preferred Shares.
(4) Represents the maximum number of shares of each series of Preferred Shares that may be purchased over the TSX (or alternative trading systems in Canada, if eligible) during the course of one trading day. This amount is equal to the greater of (i) 25% of the average daily trading volume on the TSX calculated in accordance with the rules of the TSX, and (ii) 1,000 shares. This limitation does not apply to purchases made pursuant to block purchase exemptions.

BCE is making this NCIB because it believes that, from time to time, the Preferred Shares may trade in price ranges that do not fully reflect their value. BCE believes that, in such circumstances, the repurchase of its Preferred Shares represents an appropriate use of its available funds.

As of November 2, 2022, under its current normal course issuer bid that commenced on November 9, 2021 and will expire on November 8, 2022, and for which the company received approval from the TSX, BCE did not purchase any Preferred Shares.

BCE will enter into an automatic securities purchase plan (“ASPP”) with a designated broker in relation to the NCIB on or about the commencement date of the NCIB. The ASPP will allow for the purchase of Preferred Shares, subject to certain trading parameters, at times when BCE ordinarily would not be active in the market due to applicable regulatory restrictions or self-imposed trading black-out periods. Outside of these periods, the Preferred Shares will be repurchased by BCE at its discretion under the NCIB.

I normally don’t report these announcements because they normally don’t mean anything. But:

According to the 2022 Annual Report:

Normal course issuer bid for BCE First Preferred Shares

On November 3, 2022, BCE announced the renewal of its NCIB to purchase for cancellation up to 10% of the public float of each series of BCE’s outstanding First Preferred Shares that are listed on the Toronto Stock Exchange. The NCIB will extend up to November 8, 2023, or an earlier date should BCE complete its purchases under the NCIB.

In 2022, BCE repurchased and canceled 584,300 First Preferred Shares with a stated capital of $15 million for a total cost of $10 million. The remaining $5 million was recorded to contributed surplus.

Subsequent to year end, BCE repurchased and canceled 1,090,400 First Preferred Shares with a stated capital of $27 million for a total cost of $20 million. The remaining $7 million was recorded to contributed surplus

… and according to the 23Q2 Quarterly Report:

Normal course issuer bid for BCE First Preferred Shares

For the three and six months ended June 30, 2023, BCE repurchased and canceled 1,848,950 and 3,560,950 First Preferred Shares with a stated capital of $46 million and $89 million for a total cost of $32 million and $63 million, respectively. The remaining $14 million and $26 million were recorded to contributed surplus for the three and six months ended June 30, 2023, respectively.

The 23Q3 Quarterly Report will be released 2023-11-2.

A poster on Financial Wisdom Forum, Thurman, has compiled the following numbers of the purchases to date (from a compilation of SEDI data), which I have not checked myself and present ‘as is’:

Symbol — Shares — Ave Price — Value
————————————————————
BCE.PR.A — 572,200 — $17.32 — $9,910,708.22
BCE.PR.B — 512,800 — $18.07 — $9,266,588.32
BCE.PR.C — 140,400 — $17.62 — $2,473,157.89
BCE.PR.D — 379,800 — $18.14 — $6,889,956.77
BCE.PR.E — 402,600 — $18.26 — $7,351,276.91
BCE.PR.F — 318,500 — $16.11 — $5,130,032.47
BCE.PR.G — 329,600 — $15.22 — $5,015,858.45
BCE.PR.H — 131,100 — $18.14 — $2,378,615.73
BCE.PR.I — 163,500 — $15.22 — $2,488,032.64
BCE.PR.J — 181,900 — $18.25 — $3,319,493.14
BCE.PR.K — 687,600 — $14.26 — $9,801,749.70
BCE.PR.L — 35,100 — $16.29 — $571,917.03
BCE.PR.M — 174,500 — $14.76 — $2,576,196.17
BCE.PR.N — 11,700 — $17.21 — $201,380.98
BCE.PR.Q — 638,200 — $20.73 — $13,231,363.82
BCE.PR.R — 98,200 — $14.82 — $1,455,565.46
BCE.PR.S — 59,400 — $18.11 — $1,075,488.32
BCE.PR.T — 452,600 — $18.16 — $8,221,445.70
BCE.PR.Y — 241,500 — $18.01 — $4,349,190.73
BCE.PR.Z — 191,850 — $19.11 — $3,666,577.96

Grand Total — 5,723,050 — $17.36 — $99,374,596.41

Issue Comments

IFC Upgraded to Pfd-2(high) by DBRS

DBRS Limited (DBRS Morningstar) has announced that it:

upgraded the Issuer Rating of Intact Financial Corporation (Intact or the Company) to A (high) from “A” and also upgraded the Financial Strength Rating (FSR) of its main operating insurance subsidiaries to AA from AA (low). The FSRs of Intact’s UK-based subsidiary RSA Insurance Group Limited and its operating entities were also upgraded to AA from AA (low). The Issuer Rating on RSA Insurance Group Limited was upgraded to A (high) from “A”. The trends on all ratings were changed to Stable from Positive.

KEY CREDIT RATING CONSIDERATIONS
The rating upgrades reflect the Company’s strong financial performance and growth in premiums, as well as recent acquisitions that have enhanced the franchise through increased product and revenue diversification while deepening market shares.

The ratings and Stable trends reflect Intact’s well-designed and executed enterprise-wide risk management processes and focus on advanced data analytics and loss modeling that is evident in industry-leading combined ratios that support earnings generation. Additionally, regulatory capital levels are consistently above regulatory targets providing a considerable capital cushion to deal with market stress events or similar adverse developments. The ratings and trends also consider Intact retaining more risk given higher reinsurance costs and higher leverage following the acquisitions.

CREDIT RATING DRIVERS
Given the recent upgrade, a further ratings upgrade is unlikely. However, over the longer term, strong earnings growth supported by industry-leading underwriting profitability while maintaining adequate capital ratios would result in an upgrade. Conversely, the Company would be downgraded if it experiences a persistent material decline in underwriting results or weakening in regulatory capital buffers combined with a sustained deterioration in financial leverage.

CREDIT RATING RATIONALE
Intact is the largest provider of P&C insurance in Canada and is now a top three player in the UK commercial insurance market as a result of its most recent acquisition of Direct Line’s brokered commercial lines in September 2023. Over the past couple of years, the Company has substantially strengthened its market position and diversification in terms of its product lines, geographies, and distribution channels while increasing its potential for growth in the global commercial and specialty insurance, primarily through the RSA Insurance Group Plc (RSA) acquisition.

The Company’s risk profile reflects its strong risk-management framework including its efficient and successful integration of RSA as well as prior acquisitions. De-risking actions taken in 2022 and 2023 including selling the Denmark and the Middle East operations in 2022, exiting the auto lines business in the UK in early in 2023, decreasing its exposure to earthquake risk in Canada and through a pension buy-in transaction related to the UK pension liabilities, are viewed positively while reduced reinsurance coverage may expose the Company to more underwriting earnings volatility in the future. Notwithstanding this, the Company has demonstrated considerable sophistication in underwriting and in capital and investment portfolio management through various periods of market stresses. Reinsurance coverage sufficiently protects against the risks that could most adversely impact capital. Intact also has a strong risk appetite to expand its offerings of cyber risk insurance which comes with lots of opportunities as it is one of the fastest growing insurance business lines. It also presents the Company with challenges related to systemic risk exposure that are being prudently assessed and managed at the enterprise level.

Intact’s earnings ability reflects its strong underwriting and pricing discipline across its business segments and geographies, combined with solid revenue generation capabilities from related businesses (i.e., brokerage ownerships and property restoration services) and investments. Over the past several years, the Company has doubled its direct written premium volume, primarily as a result of the 2021 RSA acquisition but also through organic growth. The Company’s net earnings are strong and resilient with a three-year weighted return on equity (ROE) of 16%.

The Company’s high proportion of marketable bonds and equities and access to external sources of liquidity in various jurisdiction where Intact operates are viewed positively as they help mitigate liquidity risk. Intact’s liquidity stress testing capabilities and its focus on loss modeling and data analytics further enhance its liquidity risk management.

Intact maintains regulatory capital ratios with appropriate buffers across its regulated entities allowing the Company to handle reasonably adverse events. At 32%, Intact’s financial leverage is slightly above its target level of 30% but is expected to decline throughout 2024. On the other hand, the annual fixed charge coverage ratios have been high over the past three years, supported by Intact’s consistently strong earnings. Higher interest rates since mid-2022 have contributed significantly and positively to its investment income but are also making it more expensive to service debt going forward.

Affected issues are: IFC.PR.A, IFC.PR.C, IFC.PR.E, IFC.PR.F, IFC.PR.G, IFC.PR.I and IFC.PR.K.

Issue Comments

BNK.PR.A Extended, Will Pay 8.4%

Purpose Investments has announced:

Big Banc Split Corp. (the “Company”) is pleased to announce that the board of directors of the Company has approved an extension of the maturity date of the Company’s class A shares (“Class A Shares”) and preferred shares (“Preferred Shares”) for an additional 3-year term to November 30, 2026 (the “New Term”) along with a significant increase in distribution rates for both Class A Shares and Preferred Shares. Effective December 1, 2023, the monthly distribution on Class A Shares will increase to $0.12 per Class A Share (or $1.44 per annum), representing a 14.8% yield per annum based on the closing price as at September 28, 2023. The monthly distributions on Preferred Shares will increase to $0.07 ($0.84 per annum), representing an 8.4% yield on the par value of $10.00 per Preferred Share (the “Preferred Share Distribution Rate”). Purpose Investments Inc. (“Purpose”) is the manager, portfolio manager and promoter of the Company and provides all administrative services required by the Company.

“Having carefully assessed the portfolio of the Company and its yield-generating potential, we are pleased to provide shareholders with an extension of the Company’s maturity date, along with material increases in monthly distribution rates on both the Class A Shares and Preferred Shares,” said Vlad Tasevski, Head of Asset Management and Head of Investors and Institutional Partners at Purpose Investments Inc. “We believe the Preferred Shares offer a very competitive combination of attractive monthly distributions and downside protection, while the Class A shares combine the opportunity for an enhanced capital appreciation with an attractive double-digit distribution yield per annum. We believe this emphasis on yield is consistent with our medium-term market outlook for the Company’s Portfolio,” added Tasevski.

The Company invests on an approximately equally weighted basis in a portfolio (the “Portfolio”) of equity securities (the “Portfolio Shares”) of the following publicly traded Canadian banks: Bank of Montreal; Canadian Imperial Bank of Commerce; National Bank of Canada; Royal Bank of Canada; The Bank of Nova Scotia; and The Toronto-Dominion Bank. In order to seek additional returns and enhance the Portfolio’s income, Purpose Investments Inc. (“Purpose Investments”), the Company’s manager, may write covered call options and cash-covered put options in respect of some or all of the Portfolio Shares held in the Portfolio.

In connection with the extension, holders of Class A Shares and Preferred Shares who do not wish to continue their investment in the Company will be able to retract their Preferred Shares or Class A Shares, as applicable, on November 30, 2023, pursuant to a special retraction right and receive a retraction price that is calculated in the same way that such price would be calculated if the Company were to terminate on November 30, 2023. Pursuant to this option, the retraction price may be less than the market price if the Class A Share or Preferred Share, as applicable, is trading at a premium to net asset value. To exercise this retraction right, shareholders must provide notice to their investment dealer by October 31, 2023, at 5:00 p.m. (Toronto time). Alternatively, shareholders may sell their Preferred Shares and/or Class A Shares through their securities dealer at the market price at any time, potentially at a higher price than would be achieved through retraction, or shareholders may take no action and continue to hold their Class A Shares or Preferred Shares.

The NAVPU was 18.87 on 2023-10-3. With less than 1.4-million Units outstanding as of 2022-12-31, the fund is too small to be tracked by HIMIPref™.

Thanks to Assiduous Reader newbiepref for bringing this to my attention!

Issue Comments

DBRS: BN and BRN under Review-Positive

DBRS Limited (DBRS Morningstar) has announced:

placed the Issuer Rating, long-term obligations, and preferred shares credit ratings of Brookfield Corporation (BN or the Company, formerly Brookfield Asset Management Inc.) and its guaranteed subsidiaries Under Review with Positive Implications. In addition, DBRS Morningstar placed the short-term credit ratings of BN and its guaranteed subsidiaries Under Review with Developing Implications. These rating actions are not the result of any change in credit risk of the Company (or its guaranteed subsidiaries).

Following the annual surveillance review of the credit ratings of the Company on July 5, 2023, DBRS Morningstar identified an error in the application of certain methodologies used in the determination of the credit ratings of BN. DBRS Morningstar believes the rating rationale for the credit ratings of BN, and the applicable methodological approach, was not adequately disclosed previously. This error is not connected in any way to the data and information provided by the Company for the purposes of providing the relevant credit ratings.

Over the course of the coming weeks, DBRS Morningstar will conduct a review of the Company and the applicable methodological approach(es). Further to that review, DBRS Morningstar may apply additional or different DBRS Morningstar methodologies from those that have been applied in the past in the determination of the credit ratings of BN. Such methodologies may include the “Global Methodology for Rating Investment Management Companies” and the “Global Methodology for Rating Insurance Companies and Insurance Organizations.” The application of a different methodological approach may result in changes in the level of one or more outstanding credit ratings of BN. DBRS Morningstar will provide information regarding the rationale for any such changes in connection with the announcement of the related credit rating actions.

Affected issues are (deep breath): BN.PF.A, BN.PF.B, BN.PF.C, BN.PF.D, BN.PF.E, BN.PF.F, BN.PF.G, BN.PF.H, BN.PF.I, BN.PF.J, BN.PF.K, BN.PF.L, BN.PR.B, BN.PR.C, BN.PR.K, BN.PR.M, BN.PR.N, BN.PR.R, BN.PR.T, BN.PR.X, BN.PR.Z and (this one not tracked by HIMIPref™) BRN.PR.A,

Issue Comments

TD.PF.K To Be Redeemed

The Toronto-Dominion Bank has announced:

that it will exercise its right to redeem all of its 16,000,000 outstanding Non-Cumulative 5-Year Rate Reset Class A First Preferred Shares, Series 20 (Non-Viability Contingent Capital) (the “Series 20 Shares”) on October 31, 2023 at the price of $25.00 per Series 20 Share for an aggregate total of approximately $400 million. The redemption has been approved by the Office of the Superintendent of Financial Institutions.

On August 24, 2023, TD announced that dividends of $0.296875 per Series 20 Share had been declared. These will be the final dividends on the Series 20 Shares, and will be paid in the usual manner on October 31, 2023 to shareholders of record on October 6, 2023, as previously announced. After October 31, 2023, the Series 20 Shares will cease to be entitled to dividends and the only remaining rights of holders of such shares will be to receive payment of the redemption amount.

Beneficial holders who are not directly the registered holder of Series 20 Shares should contact the financial institution, broker or other intermediary through which they hold these shares to confirm how they will receive their redemption proceeds. Inquiries should be directed to our Registrar and Transfer Agent, TSX Trust Company, at 1-800-387-0825 (or in Toronto 416-682-3860).

TD.PF.K was issued as a FixedReset, 4.75%+259 that commenced trading 2018-9-13 after being announced 2018-9-4. It is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) subindex.

The redemption comes as quite a surprise, given that the closing price on 2023-9-22 was 21.79 with most VWAPs for September being below 22.00. It has been clear for a while that TD has been awash in excess capital since the Horizons deal was abandoned; in addition, OSFI has been twisting bank arms to get them to issue LRCNs and OTC preferreds. Still, I would have liked to have been a fly on the wall at the meeting where this redemption was approved by the bank!

Thanks to Assiduous Reader CanSiamCyp for bringing this to my attention!

Issue Comments

FTN.PR.A To Reset To 9.25% for One Year

Quadravest has announced:

Financial 15 Split Corp. (the “Company”) is pleased to announce the Preferred Share dividend rate for the fiscal year beginning December 1, 2023, will increase by 1.75% over the current rate. Monthly payments to FTN.PR.A will be $0.07708 per share for an annual yield of 9.25% on their $10 redemption value.

The Company invests in an actively managed, high quality portfolio consisting of 15 financial services companies made up of Canadian and U.S. issuers as follows:

Bank of Montreal National Bank of Canada Bank of America Corp.
The Bank of Nova Scotia Manulife Financial Corporation Citigroup Inc.
Canadian Imperial Bank of Commerce Sun Life Financial Inc. Goldman Sachs Group Inc.
Royal Bank of Canada Great-West Lifeco Inc. JP Morgan Chase & Co.
The Toronto-Dominion Bank CI Financial Corp. Wells Fargo & Co.

As I stated when reporting last year’s reset:

I must say, I am growing to dislike these annual resets intensely. The minimum rate on these resets is only 5.5% and apart from this the company has full discretion. A prudent analysis must therefore assume that next year the rate will reset to 5.5% but there is every possibility, of course, that it will not. So refusing to buy these things might result in leaving money on the table. All in all, though, assuming the worst is always the way to go in securities analysis!

FTN.PR.A matures 2025-12-1 and has a NAVPU of 16.82 as of 2023-9-15.

Thanks to Assiduous Reader newbiepref for bringing this to my attention!

Issue Comments

BK.PR.A Extending Term with Unchanged Dividend

Quadravest has announced:

Under the distribution policy announced in November 2021, … Preferred shareholders will receive prime plus 1.50% with a minimum rate of 5.00% and a maximum rate of 8.00%

As previously announced on March 2, 2023, the termination date of the Company was extended a futher five years from December 1, 2023 to December 1, 2028. In connection with the extension, the Company has the right to amend the annual rate of cumulative preferential monthly dividends to be paid to the BK.PR.A Preferred Shares for the five year renewal period, commencing December 1, 2023. In keeping with market yields for preferred shares with similar terms, there will be no change to the rate of the BK.PR.A Preferred Shares.

In relation to the term extension, the Company has an additional retraction right for those shareholders not wishing to continue holding their investment, allowing existing shareholders to tender one or both classes of Shares and receive a retraction price based on the November 30, 2023 net asset value per unit.

Alternatively, shareholders may sell their shares for the market price at any time, potentially at a higher price than would be achieved through retraction, or shareholders may take no action and continue to hold their shares.

Thanks to Assiduous Reader niagara for bringing this to my attention!

Issue Comments

FFN.PR.A To Reset To 9.50%

Quadravest has announced:

North American Financial 15 Split Corp. (the “Company”) is pleased to announce the Preferred Share dividend rate for the fiscal year beginning December 1, 2023, will increase by 1.75% over the current rate. Monthly payments to FFN.PR.A will be $0.07917 per share for an annual yield of 9.50% on their $10 redemption value.

The Company invests in an actively managed, high quality portfolio consisting of 15 financial services companies made up of Canadian and U.S. issuers as follows:

Bank of Montreal National Bank of Canada Bank of America Corp.
The Bank of Nova Scotia Manulife Financial Corporation Citigroup Inc.
Canadian Imperial Bank of Commerce Sun Life Financial Inc. Goldman Sachs Group Inc.
Royal Bank of Canada Great-West Lifeco Inc. JP Morgan Chase & Co.
The Toronto-Dominion Bank CI Financial Corp. Wells Fargo & Co

I find I can’t much to say about this that’s better than what I said last year:

I must say, I am growing to dislike these annual resets intensely. The minimum rate on these resets is only 5.5% and apart from this the company has full discretion. A prudent analysis must therefore assume that next year the rate will reset to 5.5% but there is every possibility, of course, that it will not. So refusing to buy these things might result in leaving money on the table. All in all, though, assuming the worst is always the way to go in securities analysis!

And actually, these things mature next year, so when they (almost inevitably) extend the Capital Units and refund the preferreds, there’s no minimum … except that holders of the current version of FFN.PR.A will get a $10.00 retraction option if they don’t like the dividend on the reissued preferreds, assuming that the NAVPU is higher than that.

However, one point of interest is that the current NAVPU of the fund is only $13.81. So for the next year the fund will be paying dividends at the rate of 9.50% on the $10.00 par value of the preferreds, which is $0.95, which must be earned by a portfolio worth only $13.81 … meaning that to break even BEFORE FEES the portfolio has to earn 6.88% income. Given that their base management expense ratio is 0.92%, the portfolio has to earn 7.80% income just to pay their preferred shareholders. That’s a helluva drag, when according to DBRS:

Holders of the Preferred Shares used to receive cumulative monthly cash dividends at a rate of 6.75% annually until November 2022. However, with effect from December 1, 2022, this rate has been increased to 7.75% annually.

The current Preferred Share dividend coverage ratio is approximately 0.43 times (x). The average grind on the Portfolio is expected to be 5.3% annually for the next two years.

While an argument can be made that capital gains will save the day, I don’t see any reason to believe that their highly touted covered-call writing programme is going to make any net difference. As a point of interest, the cash weighting in the portfolio was 13% as of 2023-8-31.

Thanks to Assiduous Reader niagara for bringing this to my attention!

Issue Comments

ZPR: Serious Problems with Reset Date Bucketting

It looks like ZPR – BMO Laddered Preferred Share Index ETF, a $1.5-billion fund, has been operating contrary to the terms of its prospectus and the promises of its advertising for a significant period.

In the September PrefLetter I reviewed the salient characteristics of the fund as part of a (mostly!) regular series, in which I review the key investment characteristics of ZPR and CPD. This allows those interested to review the composition of their own portfolios – or of Malachite Aggressive Preferred Fund, which regularly reports the statistics in the same format – against those of the big funds, which may be taken as a reasonable approximation of the underlying indices. These articles may not be the most exciting things ever, but I found in November 2012 that the trading generated by the deletion of issues from the indices (due to insufficient trading volume) was sufficient to have the issues added back during the following revision. The index provider changed its rules the following month to stop this costly process (it appears that Solactive considered reinventing the wheel towards the end of 2017).

In the current review, an anomaly with ZPR was found with the ‘Reset Buckets’ of ZPR. These are supposed to be evenly weighted annually over the next five years, so that an equal value of the index resets over each year for the period, at which point the cycle begins again. This was not the case upon checking, though: in years measured from the evaluation date of 2023-7-31, PrefLetter’s table ZPR-6 showed that the highest weighted bucket was 1-2 years, with a weight of 26.46%, while the lowest weighted period, 3-4 Years, had a weight of 10.16%. That’s a lot of variance! Tabke ZPR-6A performed much the same calculation but with buckets defined by calendar years; issues resetting in 2024 had a weight of 27.15%, while 2027 came in at 11.55%.

The relative weights of the reset buckets were in much better alignment at the time of the 2020 ZPR Review: at that time the bucket weights ranged from a low of 16.72% to a high of 22.53%.

An analogous calculation is not available on ZPR’s main page, but fortuitously I found another report via another BMO page, which may be found by:
1. Go to the BMO ETF Dashboard at https://www.bmoetfs.ca
2. Type “Monthly Metrics” into the search box and search
3. The results page shows a link to “Monthly Metrics Summary – ZPR Canadian Preferred Shares”
4. Click to download the document.

This report shows the results of BMO’s analysis:

Reset Year Issues Weight
2023 11 8.30%
2024 49 26.93%
2025 36 21.73%
2026 17 12.92%
2027 21 11.85%
2028 24 18.28%
Portfolio 158 100.00%

Note that minor differences are expected between my figures and theirs, because:
i) I calculated as of 2023-7-31; BMO claims their “Data as of September 6th, 2023”
ii) I use bid prices; I believe BMO uses closing prices.

I surmise that the relatively low weightings for the 2026 and 2027 buckets developed from the wave of redemptions in 2021 and 2022. A quick count of my records indicates that 23 FixedResets were redeemed in each of these two years which will, of course, have affected the weightings for the bucket in which the next reset was supposed to take place.

But it is clear from their own analysis that BMO is not delivering what it has promised:

From the prospectus for ZPR:

Solactive Laddered Canadian Preferred Share Index
The Solactive Laddered Canadian Preferred Share Index includes preferred shares that generally have an adjustable dividend rate and are laddered using equal weights in annual reset term buckets. Securities are market capitalization weighted within the annual term buckets. Constituents are subject to minimum market capitalization, quality and liquidity screens. Further information about the Solactive Laddered Canadian Preferred Share Index and its constituent issuers is available from Solactive on its website at www.solactive.com.

BMO Laddered Preferred Share Index ETF
The investment strategy of BMO Laddered Preferred Share Index ETF is currently to invest in and hold the constituent securities of the Solactive Laddered Canadian Preferred Share Index in the same proportion as they are reflected in the Index. The Manager may also use a sampling methodology in selecting investments for BMO Laddered Preferred Share Index ETF to obtain exposure to the performance of the Index.

As an alternative to or in conjunction with investing in and holding all or some of the constituent securities of the Solactive Laddered Canadian Preferred Share Index, BMO Laddered Preferred Share Index ETF may invest in or use Other Securities to obtain exposure to the performance of the Index.

BMO ETF Current Index Rebalancing and
Adjustment
BMO Laddered Preferred Share
Index ETF
Solactive Laddered Canadian Preferred
Share Index
Rebalanced monthly

From BMO’s main page on ZPR:

Portfolio Strategy
BMO Laddered Preferred Share Index ETF has been designed to replicate, to the extent possible, the performance of the Solactive Laddered Canadian Preferred Share Index, net of expenses. The Fund invests in and holds the Constituent Securities of the Index in the same proportion as they are reflected in the Index.

Benchmark Info
The Solactive Laddered Canadian Preferred Share Index includes Canadian preferred shares that meet size, liquidity, listing and quality criteria. The Index uses a five year laddered structure where annual buckets are equal weighted while constituent securities within each bucket are market capitalization weighted.

We can also look at the Index Provider’s (Solactive) role in this affair:

From the Solactive Methodology:

The Solactive Laddered Canadian Preferred Share Index includes preferred shares that generally have an adjustable dividend rate and are laddered using equal weights in annual reset term buckets. Securities are market capitalization weighted within the annual term buckets. Constituents are subject to minimum market capitalization, quality and liquidity screens.

2.1 Selection of the Index Components
The initial composition of the Index as well as any ongoing adjustment is based on the following rules:
The Solactive Laddered Canadian Preferred Share Index includes preferred shares that generally have an adjustable dividend rate and are laddered using equal weights in annual reset term buckets. Securities are market capitalization weighted within the annual term buckets. Constituents are subject to minimum market capitalization, quality and liquidity screens.

On the Selection Days, Solactive AG defines its Selection Universe. All instruments that fulfil the Solactive Laddered Canadian Preferred Share Index Universe criteria stated under 4. are eligible for inclusion in the Solactive Laddered Canadian Preferred Share Index.

The preferred shares in the Solactive Laddered Canadian Preferred Share Index Universe are clustered by their Maturity bucket. There are 5 Maturity buckets available: 1 year, 2 years, 3 years, 4 years, and one bucket covering instruments for 0 and 5 years to maturity.

Each Maturity bucket (except from the bucket covering instruments for 0 and 5 years to maturity) must consist of at least 5 preferred shares. If less preferred shares are part of one bucket, than the bucket will be refilled with preferred shares that are closest to the respective Maturity bucket. If still less than 5 preferred shares are included in one bucket, the Index Committee will decide about the composition of the respective Maturity bucket.

2.3 Extraordinary adjustment
If an instrument included in Index is removed from the Index between Adjustment Days due to an Extraordinary Event, if necessary, the term bucket would be reweighted based on the market capitalization of the remaining issues. This is announced by Solactive AG after the close of business on the day on which the new composition of the Index was determined by the Committee. The Index is adjusted with one Business Day notice if possible.

In particular an “Extraordinary Event” is
– a Merger
– a Takeover bid
– a delisting
– the Nationalisation of a company
– Insolvency.

An Index Component is “delisted” if the Exchange announces pursuant to the Exchange regulations that the listing of, the trading in or the issuing of public quotes on the Index Component at the Exchange has ceased immediately or will cease at a later date, for whatever reason (provided delisting is not because of a Merger or a Takeover bid), and the Index Component is not immediately listed, traded or quoted again on an exchange, trading or listing system, acceptable to the Index Calculator,

But this is the Solactive announcement with respect to IAF.PR.I, which was redeemed effective 2023-3-31:

Redemption | IA FINANCIAL CORP INC NON-CUM CONV RED PERP PFD REGISTERED SHS A SERIES I | 3rd April 2023
Due to the redemption of IA FINANCIAL CORP INC NON-CUM CONV RED PERP PFD REGISTERED SHS A SERIES I, the following treatment will be applied to the following indices:

IA FINANCIAL CORP INC NON-CUM CONV RED PERP PFD REGISTERED SHS A SERIES I will be removed from the Index.
The weight of IA FINANCIAL CORP INC NON-CUM CONV RED PERP PFD REGISTERED SHS A SERIES I (IAF_pi.TO) based on its last close price will be distributed pro rata to remaining Index constituents.
Effective Date (open): 03/04/2023
Solactive Laddered Canadian Preferred Share Index
Solactive Laddered Canadian Preferred Share Index PR
Solactive Canadian Rate Reset Preferred Share Index (TR)

However, this announcement was not followed by the announcement of an “Extraordinary adjustment”, which would seem to be required by Section 2.3 quoted above. I have sent a query to Solactive.

But oddly enough, it’s hard to find anything that says explicitly that the so-called Maturity Buckets (they’re actually reset-date buckets!) are to be equally weighted and how this is to be accomplished, other than the general statement in the Index Specifications listed above. The closest I can find is:

1.6 Weighting
On each Adjustment Day each Index Component of the Solactive Laddered Canadian Preferred Share Index is weighted according to the Market Capitalization of the respective preferred share within the term buckets. The weights are capped twofold on a Selection day, whereas a cap on an issuer basis is applied of 12.5% per issuer on a selection day as well as a Cap of 20% per Maturity Bucket.

A “Cap of 20% per Maturity Bucket” sounds pretty good, but does that refer to the issuer weight within each bucket or the weight of the bucket relative to the total index? It’s not clear at all. There are only six references to “Maturity Bucket” in the entire document and section 1.6 is the only one that refers to anything like a cap.

So I currently have inquiries in at both BMO and Solactive and we’ll see what comes of those in the coming weeks. I suspect that right now both parties are enthusiastically blaming each other; my own conclusion is that:
1. The index definition is flawed in that it is insufficiently precise regarding what they call “Maturity Buckets”, what their weighting should be, and what happens when their relative weights get distorted by new issues or redemptions. The parties are equally to blame for this.
2. If, as I surmise above, the problem developed due to the wave of redemptions in 2021 and 2022, then it is clear that, whatever one part of BMO was doing with its “Monthly Metrics” report, there was no internal monitoring happening by which a problem such as this could be caught early and corrected.

Update, 2023-9-27 : I found an academic reference that looks like it will be useful when I write this up formally, a paper by Adriana Robertson titled Passive in Name Only: Delegated Management and ‘Index’ Investing:

This Article provides the first detailed empirical analysis of the landscape of U.S. stock market indices. First, I hand collect detailed information about the universe of indices used as benchmarks for U.S. mutual funds. I document substantial heterogeneity across indices and find that the overwhelming majority of the indices in my sample are used as a primary benchmark by only a single fund. I then turn to “passive” index funds and find that both these phenomena are even more extreme among the indices that these funds track. Far from being “passive,” my findings indicate that index investing is better understood as a form of delegated management, where the delegee is the index creator rather than the fund manager. Finally, I turn to ETFs and find that a substantial fraction of these funds track indices that they or their affiliates create. Even controlling for other factors, I find that these funds have, on average, higher expense ratios. My findings shed light on an overlooked part of the financial market and have substantial implications for investor protection.

Update, 2023-10-6: Further reference data to be used in a formal write-up can be found in the Statistics Canada page Distributions of household economic accounts for income, consumption, saving and wealth of Canadian households, second quarter 2023, specifically the table used as source data for the article’s tables: Distributions of household economic accounts, wealth, by characteristic, Canada, quarterly (x 1,000,000) with the “Statistics” setting at “Value per Household”.

Update, 2023-11-2: See the October, 2023, PrefLetter for more information.

Update, 2024-3-1: See the post HIMI Releases Research Into ZPR for more information.