Category: Issue Comments

Issue Comments

ALA.PR.A Rockets to Premium on Massive Volume

AltaGas Ltd. has announced:

it has closed its previously announced public offering of 8,000,000 Cumulative Redeemable Five-Year Rate Reset Preferred Shares, Series A (the “Series A Preferred Shares”) at a price of $25 per Series A Preferred Share (the “Offering”). The Offering resulted in AltaGas receiving gross proceeds of $200 million.

The Offering was first announced on August 10, 2010 when AltaGas entered into an agreement with a syndicate of underwriters, led by TD Securities Inc., RBC Capital Markets and CIBC World Markets Inc.
Net proceeds from the Offering will be used to reduce outstanding indebtedness under AltaGas’ credit facilities, thereby strengthening AltaGas’ balance sheet and giving it the financial flexibility to support, among other things, construction activities related to the Forrest Kerr project.

The Series A Preferred Shares will commence trading today on the Toronto Stock Exchange under the symbol ALA.PR.A.

The offering was super-sized from $150-million to $200-million, announced, August 10.

ALA.PR.A was announced as a FixedReset 5.00%+266 on August 10.

It traded 989,638 shares today in a range of 25.19-42 before closing at 25.38-44, 17×50.

Vital statistics are:

ALA.PR.A FixedReset YTW SCENARIO
Maturity Type : Call
Maturity Date : 2015-10-30
Maturity Price : 25.00
Evaluated at bid price : 25.38
Bid-YTW : 4.69 %
Issue Comments

FIG.PR.A Holders to Vote on Merger / Exchange

Faircourt Asset Management has announced:

that it will hold securityholder meetings on September 13, 2010 for Faircourt Income & Growth Split Trust (“FIG”) and Faircourt Split Trust (“FCS”, and together with FIG, the “Funds”). At the meetings, holders of units (“Unitholders”) and holders of preferred securities (“Preferred Securityholders”) of FIG will be asked to consider the proposed merger (the “Merger Proposal”) of FIG into FCS, to create a single trust (the “Continuing Trust”). Preferred Securityholders of FIG will also be asked to consider the proposed exchange (the “Exchange”) of FIG preferred securities for a new class of preferred securities of the Continuing Trust which, if approved, is expected to occur shortly following approval. FCS Unitholders and FCS Preferred Securityholders will also be asked to consider various amendments to the FCS declaration of trust and FCS trust indenture (the “FCS Proposals”).

The Merger Proposal and FCS Proposals are being proposed in response to expected changes in the taxation of income funds. As a result of these changes, there are now an insufficient number of “income funds” for FIG and FCS to continue to meet their investment restrictions. Consequently, the Manager has proposed that the investment mandate of the Continuing Trust be expanded to remedy this situation. The Manager believes that these amendments will also benefit Securityholders by allowing the Continuing Trust to invest in a broader range of securities and giving the Continuing Trust the flexibility to adjust its portfolio in the future as and when required to respond to market movements.

The meetings of Unitholders and Preferred Securityholders will be held on September 13, 2010 at Stikeman Elliott LLP, 199 Bay Street, 51st Floor, Toronto Ontario, M5L 1B9 and details regarding the Merger Proposal, FCS Proposals and the Exchange will be contained in a joint management information circular (the “Circular”) which will be mailed to Unitholders and Preferred Securityholders later in August. The Circular will also then be posted on Faircourt’s website and on the SEDAR website at www.sedar.com. The record date for the special meetings is August 13, 2010. If no quorum is present for any meeting of Unitholders, such meeting(s) will be adjourned until September 27, 2010. If no quorum is present for any meeting of Preferred Securityholders, such meeting(s) will be adjourned until September 20, 2010. Unitholders and Preferred Securityholders are encouraged to attend the meetings or complete the proxy forms or voting instruction forms (as described in the Circular) in order that their units and preferred securities can be voted at the meetings.

Pretty skimpy information and there’s nothing on the website. Yield? Tax status of future distributions? Asset Coverage? Portfolio Manager? We’ll just have to wait.

FIG.PR.A was last mentioned on PrefBlog when distributions to the Capital Unitholders were suspended. FIG.PR.A is tracked by HIMIPref™ but is relegated to the Scraps index due to credit concerns.

Update 2010-8-20: FIG.PR.A has been put on Review – Developing by DBRS

Issue Comments

SBN.PR.A Warrant Prospectus Filed

S Split Corp has announced:

that it has filed a final short form prospectus relating to an offering of Warrants to holders of its Class A Shares. Each Class A shareholder of record on August 23, 2010 will receive one Warrant for each Class A Share held.

Each Warrant will entitle its holder to acquire one Class A Share and one Preferred Share upon payment of the subscription price of $19.13.

The Toronto Stock Exchange has conditionally approved the listing of the Warrants under the symbol SBN.WT.A and the Class A Shares and the Preferred Shares issuable upon the exercise thereof. It is expected that the Warrants will commence trading on August 19, 2010 and will remain trading until noon (Toronto time) on the expiry date of January 17, 2011.

The exercise of Warrants by holders will provide the Fund with additional capital that can be used to take advantage of attractive investment opportunities and is also expected to increase the trading liquidity of the Class A Shares and the Preferred Shares and to reduce the management expense ratio of the Fund.

The Fund invests in a portfolio of common shares of The Bank of Nova Scotia.

SBN.PR.A was last mentioned on PrefBlog when they announced that they were going to try again with the warrants. SBN.PR.A is tracked by HIMIPref™, but is relegated to the Scraps index on credit concerns.

Update, 2010-10-9: The warrants have been issued:

Under the warrant offering, the Fund issued one Warrant for each Class A Share of the Fund held by holders of record on August 23, 2010. Each Warrant entitles its holder to acquire one Unit at a subscription price of $19.13 commencing on August 24, 2010 and ending on the expiry date of January 17, 2011. The Warrants trade on the Toronto Stock Exchange under the ticker symbol SBN.WT.A and will continue trading until noon (Toronto time) on the expiry date.

Issue Comments

WFS.PR.A on Review-Negative by DBRS; Warrant Prospectus Filed

DBRS has announced that it:

has today placed the Pfd-4 (high) rating of the Preferred Shares issued by World Financial Split Corp. (the Company) Under Review with Negative Implications.

In February 2004, the Company raised gross proceeds of approximately $471 million by issuing 18.85 million Preferred Shares at $10 each and an equal number of Class A Shares at $15 each.

The NAV and the dividend income of the Portfolio have declined significantly over the past few years because of the high Portfolio concentration in global financial institutions. The current dividend income of the Portfolio does not fully cover the Preferred Share distribution; however, less than one year remains until the termination of the Company, mitigating the negative impact of the shortfall.

The NAV of the Company declined over the past four months, dropping from $13.35 on March 31, 2010, to $11.60 on July 31, 2010. The current downside protection available to the Preferred Shareholders is approximately 14% (as of July 31, 2010). As a result of the decreased protection available to the Preferred Shares, the rating has been placed Under Review with Negative Implications. The resolution of the Under Review status will depend on the performance of the Portfolio during August and September.

The final redemption date for both classes of shares issued is June 30, 2011.

I must say, I find the “Review-Negative” status a little surprising for a SplitShare corporation. I mean, the whole rating process is supposed to be formula driven, isn’t it? What are they reviewing? It’s not like the company has announced surprisingly poor earnings and they have to wait a month until they can meet management.

Waiting for performance for August and September to be learnt? That doesn’t make any sense to me at all. What is the percentage chance, NOW, of the issue defaulting?

But I suppose they had to say something – the warrant issue prospectus was filed today:

World Financial Split Corp. (the “Fund”) is pleased to announce that it has filed a final short form prospectus relating to an offering of Warrants to holders of its Class A Shares. Each Class A shareholder of record on August 23, 2010 will receive one Warrant for each Class A Share held.

Each Warrant will entitle its holder to acquire one Class A Share and one Preferred Share upon payment of the subscription price of $11.43.

The Toronto Stock Exchange has conditionally approved the listing of the Warrants under the symbol WFS.WT.A and the Class A Shares and the Preferred Shares issuable upon the exercise thereof. It is expected that the Warrants will commence trading on August 19, 2010 and will remain trading until noon (Toronto time) on the expiry date of January 17, 2011.

WFS.PR.A was last mentioned on PrefBlog when they announced preparations for the warrant issue. WFS.PR.A is tracked by HIMIPref™, but is relegated to the Scraps index on credit concerns.

Issue Comments

DBRS Downgrades MFC Prefs to Pfd-2(high)

Hard on the heels of the S&P downgrade, DBRS has announced that it:

has today downgraded its long-term debt and preferred share ratings on Manulife Financial Corporation (MFC or the Company) and its affiliates, including the Issuer Rating of its major operating subsidiary, The Manufacturers Life Insurance Company (MLI), to AA (low) from AA. The Claims Paying Ability and Commercial Paper ratings of MLI have been confirmed at IC-1 and R-1 (middle), respectively. All the trends are Stable. With earnings volatility expected to continue at elevated levels, notwithstanding the best efforts of management to contain market exposures, DBRS recognizes that the Company’s heightened risk profile and the associated adverse impact on regulatory capital and financial flexibility can no longer support the pre-existing ratings and have resulted in the negative rating action.

The Company has indicated that during the third quarter of 2010, it is expecting to complete its annual actuarial review of the morbidity assumptions embedded in the reserves held against its Long-Term Care policy liabilities. The Company expects to incur a charge of between $700 million and $800 million related to this change in assumptions, although this could be offset somewhat by in-force price adjustments.

I hadn’t seen that number before. As I noted when reporting their quarterly results in MFC Warns of Increased Capital Requirements, last week they had no idea what the number was going to be, except ‘Maybe big’.

the degree of the drop in the minimum continuing capital and surplus requirements (MCCSR) – from 250% at the end of March 2010 to 221% at the end of June 2010 – suggests that another negative quarter will force the Company to raise additional capital. In the meantime, it is DBRS’s view that the Company’s financial flexibility has become increasingly constrained, as the most readily available sources of capital have already been tapped. In addition to two major common equity issues totaling close to $5 billion in 2008 and 2009, a 50% cut in the common dividend and a corporate re-organization designed to free up regulatory capital, the Company has raised close to $1.5 billion in debt and preferred share financings, which increased its financial leverage ratios to the point where DBRS was no longer comfortable with the Company’s pre-existing ratings. At the new rating categories, the Company has at least some additional room to issue debt capital instruments.

MFC has the following preferred shares outstanding: MFC.PR.A (OpRet); MFC.PR.B & MFC.PR.C (PerpetualDiscount); MFC.PR.D & MFC.PR.E (FixedReset). All are tracked by HIMIPref™ and all are included in the noted indices.

And who knows? Perhaps DBRS mention of the “additional room to issue debt capital instruments” means that MFC has said ‘Please sir, I want some more!’

Issue Comments

MFC Warns of Increased Capital Requirements

Manulife Financial Corporation stated in their 2Q10 Earnings Release:

The Office of the Superintendent of Financial Institutions (“OSFI”) has been conducting a fundamental review of segregated fund/variable annuity capital requirements. As announced by OSFI on July 28, 2010, it is expected that existing capital requirements in respect of new (but not in-force) segregated fund/variable annuity business written starting in 2011 will change (e.g. post 2010 contracts). Our new products will be developed taking into account these new rules.

OSFI is also expected to continue its consultative review of its capital rules for more general application, likely in 2013. OSFI notes that it is premature to draw conclusions about the cumulative impact this process will have. OSFI has stated that increases in capital may be offset by other changes, such as hedge recognition. The Company will continue to monitor developments.

They lost a big whack of money on the quarter:

The Company reported a net loss attributed to shareholders of $2,378 million for the second quarter of 2010, compared to net income of $1,774 million for the second quarter of 2009.

The net loss for the second quarter was driven by non-cash mark-to-market charges of $1.7 billion related to equity market declines and by non-cash mark-to-market charges of $1.5 billion related to the decline in interest rates.

…but nobody should be surprised by this:

During the quarter, the S&P 500 declined 12 per cent, the TSX six per cent, and the Japan TOPIX 14 per cent. We previously reported that, at the end of the first quarter of 2010, our net income sensitivity to a ten per cent market decline was $1.1 billion. Because of the decline in markets in the second quarter, this has increased to $1.3 billion. By market index, our greatest sensitivity is to the S&P 500, followed by the TOPIX, and thirdly the TSX.

Numbers for interest rate sensitivities are similarly high:

We previously reported our interest rate sensitivities as at December 31, 2009 and they did not change materially in the first quarter of 2010. Since March 31, 2010 however, as a direct result of the decrease in interest rates, our sensitivity to a one per cent decrease in government, swap and corporate bond rates across all maturities with no change in spreads has increased to $2.7 billion as at June 30, 2010.

Estimated continuing profitability is also under pressure:

Adjusted earnings from operations for the second quarter of 2010 were $658 million, which is below the estimate in our 2009 Annual Report of between $700 million and $800 million for each of the quarters of 2010. The shortfall was due to the historically low interest rate environment which increased the strain (loss) we report on new business of long duration guaranteed products (primarily in JH Life); a lack of realized gains on our AFS equity portfolio; and the costs associated with the hedging of additional in-force variable annuity guaranteed value in the last 12 months.

Adjusted earnings from operations is a non-GAAP financial measure. Because adjusted earnings from operations excludes the impact of market conditions, it is not an indicator of our actual results which continue to be affected materially by the volatile equity markets, interest rates and current economic conditions.

As might be expected, they are not very supportive of the IFRS Exposure Draft on Insurance Contracts:

As indicated above, the IFRS standard for insurance contracts is currently being developed and is not expected to be effective until at least 2013. The insurance contracts accounting policy proposals being considered by the IASB do not connect the measurement of insurance liabilities with the assets that support the payment of those liabilities and, therefore, the proposals may lead to a large initial increase in insurance liabilities and required regulatory capital upon adoption, as well as significant ongoing volatility in our reported results and regulatory capital particularly for long duration guaranteed products. This in turn could have significant negative consequences to our customers, shareholders and the capital markets. We believe the accounting and related regulatory rules under discussion could put the Canadian insurance industry at a significant disadvantage relative to our U.S. and global peers and also to the banking sector in Canada. The IASB recently released an exposure draft of its proposals on insurance contracts with a four month comment period. We are currently reviewing the proposals and along with the Canadian insurance industry expect to provide comments and input to the IASB.

The insurance industry in Canada is currently working with OSFI and the federal government on these matters and the industry is urging policymakers to ensure that any future accounting and capital proposals appropriately consider the business model of a life insurance company and in particular, the implications for long duration guaranteed products.

It is unfortunate that they did not see fit to make any remarks of substance on this issue!

The next issue coming up (as alluded to by S&P) is the annual actuarial review:

The Company expects to complete its annual review of all actuarial methods and assumptions in the third quarter. In that regard, we expect that the methods and assumptions relating to our Long Term Care (“LTC”) business may be updated for the results of a comprehensive long-term care morbidity experience study, including the timing and amount of potential in-force rate increases. The study has not been finalized but is scheduled to be completed in the third quarter. We cannot reasonably estimate the results, and although the potential charges would not be included in the calculation of Adjusted Earnings from Operations, they could exceed Adjusted Earnings from Operations for the third quarter. There is a risk that potential charges arising as a result of the study may not be fully tax effected for accounting and reporting purposes. In addition, the non-cash interest related charges in the second quarter have created a future tax asset position in one of our U.S. subsidiary companies, and any increase in this position in the third quarter would be subject to further evaluation to determine recoverability of the related future tax asset for accounting and reporting purposes.

Update, 2010-8-9: According to DBRS:

The Company has indicated that during the third quarter of 2010, it is expecting to complete its annual actuarial review of the morbidity assumptions embedded in the reserves held against its Long-Term Care policy liabilities. The Company expects to incur a charge of between $700 million and $800 million related to this change in assumptions, although this could be offset somewhat by in-force price adjustments.

Issue Comments

MFC Prefs Downgraded to P-2(high) / BBB+ by S&P

Standard & Poor’s has announced:

  • The earnings volatility of the Manulife group of companies exceeds our expectations for higher ratings, and the group has significant variable annuity and segregated fund guarantee values that remain unhedged.
  • In addition, Manulife Financial Corp. reported a C$2.4 billion net loss for the quarter ended June 30, 2010, and there could be material charges in the next quarter arising from its annual review of all actuarial methods and assumptions.
  • As a result, we have lowered our counterparty credit rating on Manulife Financial Corp. to ‘A’ from ‘A+’ and our counterparty credit and financial strength ratings on its core and guaranteed insurance operating subsidiaries to ‘AA’ from ‘AA+’.
  • The outlook is negative because of the continuing earnings volatility and the associated pressure on fixed-charge coverage and capitalization levels.


We could lower the ratings again if 2011 earnings continue to be highly volatile (whether because of unhedged variable annuity guarantee values or risk exposures), if fixed-charge coverage is less than the 6x-8x expected for similarly rated holding companies in 2011, or if capitalization is not solidly redundant at the ‘AA’ confidence level. Alternatively, if the group meets these conditions on a sustained basis and the group maintains its broad competitive advantages and relatively conservative investment risk profile, we would likely affirm the ratings.

MFC has the following preferred shares outstanding: MFC.PR.A (OpRet); MFC.PR.B & MFC.PR.C (PerpetualDiscount); MFC.PR.D & MFC.PR.E (FixedReset). All are tracked by HIMIPref™ and all are included in the noted indices.

This follows a similar cut in the SLF credit rating in April, although that one was on the basis of sustainable earnings rather than volatility.

Moody’s doesn’t rate MFC, but it does rate the subsidiaries … and it’s not too happy:

Moody’s Investors Service has placed on review for possible downgrade the Aa3 insurance financial strength (IFS) ratings of the life insurance subsidiaries of Manulife Financial Corporation (Manulife; TSX: MFC, unrated) – including The Manufacturers Life Insurance Company (MLI), and John Hancock Life Insurance Company (U.S.A). Other affiliated ratings were also placed on review for possible downgrade (see complete list, below). The rating action follows Manulife’s announcement of a C$2.4 billion net loss in 2Q10, as well as the likelihood of a sizeable charge in 3Q10 for unfavorable long-term care morbidity experience.

Commenting on the review for possible downgrade, Moody’s said that the poor experience of MFC’s U.S. long-term care (LTC) block was not anticipated in its 2009 rating downgrades of MFC’s life insurance subsidiaries. In addition, MFC’s 2Q10 results were materially worse than peers’, due to its more sizeable unhedged exposure to variable annuity/segregated funds and its greater sensitivity to low interest rates on its long-tailed, guaranteed insurance liabilities (i.e., LTC and universal life insurance with secondary guarantees).

Issue Comments

GWO Warns of Higher Seg-Fund Capital Requirements

2Q10 Shareholders’ Report:

OSFI continues to update and amend the MCCSR guideline in response to emerging issues. The capital requirements for segregated fund guarantees were amended in 2008 and the Company expects that the requirements will increase for new business issued after December 31, 2010. The extent of the increase in requirements has not been finalized and discussions with OSFI are on-going. The Company expects further changes in segregated fund guarantee requirements, likely in 2013, that will impact its existing business. The impact of these future changes is uncertain.

.

Issue Comments

ALB.PR.A Considering Reorg Potential

Allbanc Split Corp. II has announced:

The Company announced today that its Board of Directors has retained Scotia Capital to advise the Company on a possible extension and reorganization of the Company. There is no guarantee that after such review an extension will be proposed or if proposed, will be approved by shareholders.

It will be convenient for the company to work with Scotia Capital, seeing as how they’re the sponsor!

ALB.PR.A is scheduled to mature 2011-2-28. In a reorganization it could be refunded or extended – it could go either way, but given that the issue yield is only 4.25% – and it’s trading above par! – I suggest that an attempt to extend is likely. But we will see!

ALB.PR.A was last mentioned on PrefBlog when there was a partial call for redemption. ALB.PR.A is tracked by HIMIPref™ but is relegated to the Scraps index on credit concerns.

Issue Comments

Best & Worst Performers: July 2010

These are total returns, with dividends presumed to have been reinvested at the bid price on the ex-date. The list has been restricted to issues in the HIMIPref™ indices.

July 2010
Issue Index DBRS Rating Monthly Performance Notes (“Now” means “July 30”)
TRI.PR.B Floater Pfd-2(low) -1.06%  
BAM.PR.H OpRet Pfd-2(low) -1.04% Now with a pre-tax bid-YTW of 1.21% based on a bid of 25.65 and a call 2010-10-30 at 25.25.
BAM.PR.J OpRet Pfd-2(low) -1.02% Recently deleted from TXPR. Now with a pre-tax bid-YTW of 4.82% based on a bid of 26.08 and a softMaturity 2018-3-30.
BAM.PR.O OpRet Pfd-2(low) -0.39% Now with a pre-tax bid-YTW of 4.08% based on a bid of 25.75 and optionCertainty 2013-6-30 at 25.00.
IAG.PR.E Perpetual-Discount Pfd-2(high) -0.32% Recently deleted from TXPR. Now with a pre-tax bid-YTW of 6.10% based on a bid of 24.88 and a limitMaturity.
RY.PR.W Perpetual-Discount Pfd-1(low) +4.71% Now with a pre-tax bid-TTW of 5.58% based on a bid of 21.95 and a limitMaturity.
BAM.PR.M Perpetual-Discount Pfd-2(low) +5.18% The third-best performer in June. Now with a pre-tax bid-TTW of 6.30% based on a bid of 19.10 and a limitMaturity.
GWO.PR.J FixedReset Pfd-1(low) +5.36% The third-worst performer in June, which was due to a disappearing bid and lackadaisical market-making. Now with a pre-tax bid-TTW of 3.36% based on a bid of 27.31 and a call 2014-1-30 at 25.00..
ELF.PR.F Perpetual-Discount Pfd-2(low) +5.36% Now with a pre-tax bid-TTW of 6.42% based on a bid of 20.87 and a limitMaturity.
BAM.PR.N Perpetual-Discount Pfd-2(low) +5.74% Now with a pre-tax bid-YTW of 6.34% based on a bid of 18.99 and a limitMaturity.

It’s interesting to see the BAM OpRet issues dominating the lower end of the monthly returns …. one is tempted to think that BAM.PR.J declined due to the TXPR rebalancing, and the other OpRets went down due to swaps triggered by the initial decline.