Category: Issue Comments

DBRS has tersely announced that it:

has today discontinued its ratings on the Preferred Shares issued by US Financial 15 Split Corp. at the request of Quadravest Capital Management Inc. (the Promoter).

DBRS had downgraded the issue to Pfd-5 [Trend Negative] on September 30. The asset coverage at September 30 was just under 1.1:1 according to the company, but there have – ahem! – been further developments in the financial markets since then. S&P reports that the S&P 500 Financials were down 14.54% month-to-October 14, and I think it’s reasonably safe to say the figure is now worse than -20%. So say that NAV is now about $8.50.

One thing I find interesting about the issue is the monthly retraction:

Holders retracting a Preferred Share will be entitled to receive an amount per Preferred Share equal to the lesser of (i) $10.00; and (ii) 96% of the Net Asset Value per Unit determined as of the Retraction Date less the cost to the Company of the purchase of a Class A Share in the market for cancellation. Payment for any shares so retracted will be made within 15 days of the Retraction Date.

Unfortunately, hope is springing eternal for the capital unitholders – FTU closed at $2.65 today. The termination date is Dec. 1, 2012, so quick! What’s the fair value of a call option on US Financials currently worth $8.50, with strike price $10.00 and a four year term? Don’t forget the management fee grind! Whatever it is, I bet it’s less than $2.65!

FTU.PR.A closed at $5.50. Assuming the $8.50 NAV (an extremely approximate number, don’t anyone dare take market action without doing their own work!) then the preferred share monthly retraction price is (96% * $8.50) – $2.65 = about $5.50. It’s surprisingly close!

DBRS has announced that it:

has today downgraded the Class A Shares issued by Mulvihill Pro-AMS RSP Split Share Corp. (the Company) to D from Pfd-5.

After paying offering expenses and an initial contribution to a Class B Shares forward agreement, the net proceeds from the initial offering were invested in a diversified portfolio of Canadian and U.S. equities (the Managed Portfolio), providing asset coverage of approximately 1.8 times to the Class A Shares. In addition to providing principal protection for the Class A Shares, the Managed Portfolio has been used to make fixed cumulative monthly distributions to the Class A Shares equal to 6.5% per annum and to pay annual fees and expenses. In addition to this, the Company has been making semi-annual contributions of $0.43 per Class A Share from the Managed Portfolio to a forward agreement with the Counterparty for the repayment of the Class A Shares principal on December 31, 2013 (the Termination Date).

On September 3, 2008, the Company announced that distributions to the Class A Shares would be suspended subsequent to the September 2008 distribution payment in order to provide greater certainty to the repayment of principal.

The Managed Portfolio has declined more than 90% since inception. About one-third of the decline has resulted from the semi-annual contributions to the Class A Forward Account. Based on previous contributions to the Class A Forward Account, the Counterparty has guaranteed to repay 89.8% of the Class A Shares principal amount on the Termination Date. The current net asset value (NAV) of the Managed Portfolio is $1.48 (as of September 25, 2008), which is sufficient for the Company to contribute the remaining funds necessary to secure 100% of the principal amount on the Termination Date through the forward agreement. However, there is an additional $3.41 per Class A Share in cumulative dividends still to be paid at maturity. In order for the Company to repay full principal and cumulative dividends on the Termination Date, a return of 23% per year on the Managed Portfolio is required. Once Company expenses are taken into account, the return required to meet all Class A Shares principal and dividend obligations increases to more than 40% per year. Based on the foregoing, DBRS has downgraded the rating of the Class A Shares to D.

SPL.A was last mentioned on PrefBlog when it was downgraded to Pfd-5. SPL.A is tracked by HIMIPref™ and is included in the “Scraps” index – it would be SplitShare … but there are credit concerns!

Assiduous Readers will remember that I laid at least part of the blame for preferred shares’ appalling performance in October 2007 on forced-sales to meet retractions by DPS.UN:

Diversified Preferred Share Trust (fully described at www.sentryselect.com) is a closed-end preferred share fund trading on the Toronto Stock Exchange. In October, many of its shareholders decided that they’d had enough bad news for one year, thank you very much, and exercised their retraction rights over one-sixth of the portfolio holdings. And therefore, preferred shares worth $40-million hit the market on a “must-sell” basis.

Well … it’s October again! (very nearly)

On September 24, DPS.UN had a NAVPS of 19.64 and has gone ex-Dividend for $0.30.

We can estimate a total return for the intervening period of -1.24%, using figures for CPD ($16.63 on Sep 24, $16.21 on Sep 30, ex-Dividend of $0.2135).

With this in hand, we may estimate a NAVPS of $19.10 for DPS.UN as of the close Sep. 30. The market was 18.67-75, 10×8, last 18.67. At the bid, therefore, we can estimate a discount of 2.2%.

This is in the same region as the discount at this time last year … the discount later changed to around 4.5% at around October 10/11 and there were mass redemptions which – regardless of the actual effect on the market – created selling pressure in issues held by DPS.UN.

So … what’s going to happen this time? I don’t have any fearless predictions … does anybody?

DBRS has announced it:

has today downgraded the Preferred Shares issued by US Financial 15 Split Corp. (the Company) to Pfd-5 from Pfd-3, with a Negative trend.
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Lehman Brothers Holdings Inc. (Lehman) and Washington Mutual, Inc. (WaMu) were two of the Portfolio’s core holdings…Also, American International Group, Inc. and Wachovia Corporation are two of the Portfolio’s core holdings.
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As of September 15, 2008, the NAV of the Company was $10.33, declining about 50% over the past year. As a result, the downside protection available to the Preferred Shareholders is approximately 3%. The decrease in the capital protection available has resulted in a downgrade of the rating of the Preferred Shares. The revised rating is based on the downside protection available to holders of the Preferred Shares (3%) and the asset coverage test limiting distributions to the Class A Shares.

The main challenges to the rating are the following:

(1) The protection provided to holders of the Preferred Shares is dependent on the value of the common shares of the Portfolio.

(2) The volatility of price and changes in the dividend policies of the Portfolio Companies and potential erosion of the Portfolio under challenging market conditions may result in significant reductions in downside protection from time to time.

(3) The Portfolio is entirely concentrated in the US financials industry.

(4) There is a reliance on option writing to generate income.

(5) There is a risk of fluctuation in the NAV of the Portfolio due to unhedged U.S. currency exposure.

The trend is Negative due to the additional return required in order to maintain a stable NAV.

The redemption date for both classes of shares issued is December 1, 2012.

FTU.PR.A was last mentioned on PrefBlog in connection with LEH debacle. FTU.PR.A is tracked by HIMIPref™ and is a member of the “Scraps” index. It would be part of the “SplitShare” index, but there are credit concerns.

At this point, the prefs have basically full exposure to the portfolio and are effectively short a call at $10. On the other hand, they are currently quoted at 6.21-71 … so there is also a discount to NAV.

Update, 2008-9-30: The company is sufficiently alarmed that it has issued a portfolio update.

Global Credit Pref Corp has announced:

it received a credit event notice today from The Toronto-Dominion Bank with respect to Washington Mutual, Inc. as a result of that entity filing for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware.

Global Credit Pref Corp. is a mutual fund corporation that issued 10-year redeemable, retractable cumulative preferred shares. The Company has exposure, by way of an equity forward sale agreement, to a structured credit linked note issued by The Toronto-Dominion Bank and held by Global Credit Trust, the return on which is currently linked to the credit performance of 125 reference entities, including Washington Mutual, Inc. (the “CLN Portfolio”).

The return on the credit linked note is linked to the number of defaults experienced over its term among the reference entities in the CLN Portfolio. The credit linked note has been structured so that it is unaffected by the first net losses on the CLN Portfolio up to 5.12% of the initial value of the CLN Portfolio (initially representing defaults by 11 reference entities in a CLN Portfolio comprised of 129 reference entities). The net loss on a reference entity that defaults is calculated as the percentage exposure in the CLN Portfolio to such reference entity reduced by a 40% fixed recovery rate. Following the credit event, the credit linked note will be able to withstand approximately 7 further credit events in the CLN Portfolio.

Global Credit Pref Corp.’s capacity to return $25.00 per preferred share on the scheduled redemption date of September 30, 2015 and the payment of quarterly fixed cumulative preferential distributions of $0.3281 per preferred share (a 5.25% yield on the original subscription price of $25.00 per preferred share) will not be affected by this credit event.

GPA.PR.A was last mentioned on PrefBlog in connection with the S&P Watch Negative after the Lehman event. There are 1.6+ million shares outstanding. GPA.PR.A is not tracked by HIMIPref™.

Quebecor World has announced:

that, on or prior to September 26, 2008, it received notices in respect of 66,601 of its remaining 1,763,029 issued and outstanding Series 5 Cumulative Redeemable First Preferred Shares (TSX: IQW.PR.C) (the “Series 5 Preferred Shares”) requesting conversion into the Company’s Subordinate Voting Shares (TSX: IQW).
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The next conversion date on which registered holders of the Series 5 Preferred Shares will be entitled to convert all or any number of such shares into Subordinate Voting Shares is March 1, 2009, and notices of conversion in respect thereof must be deposited with the Company’s transfer agent, Computershare Investor Services Inc., on or before December 29, 2008.

There were 744,124 shares converted at the last opportunity.

IQW.PR.C is tracked by HIMIPref™. It is included in the “Scraps” index; it would normally be in the “Operating Retractible” index, but there are credit concerns.

Gatehouse Capital has announced:

it received credit event notices today from The Toronto-Dominion Bank with respect to Lehman Brothers Holdings Inc. as a result of that company filing a petition under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York, as well as with respect to the Federal National Mortgage Association as a result of the appointment of a conservator.
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The return on the credit linked note is linked to the number of defaults experienced over its term among the reference entities in the CLN Portfolio. The credit linked note has been structured so that it is unaffected by the first net losses on the CLN Portfolio up to 5.12% of the initial value of the CLN Portfolio (initially representing defaults by 11 reference entities in a CLN Portfolio comprised of 129 reference entities). The net loss on a reference entity that defaults is calculated as the percentage exposure in the CLN Portfolio to such reference entity reduced by a 40% fixed recovery rate. Following the credit events, the credit linked note will be able to withstand approximately 8 further credit events in the CLN Portfolio.

and today comes the news that:

Standard & Poor’s Ratings Services placed the rating of Global Credit Pref Corp.’s P-4 rated Preferred Shares on CreditWatch with negative implications yesterday. The rating on the Preferred Shares of Global Credit Pref Corp. mirrors the B/ Watch Neg rating on the structured credit linked note issued by The Toronto-Dominion Bank and held by Global Credit Trust, to which Global Credit Pref Corp. has exposure, as a result of credit events relating to reference entities in the financial industry sector.

GPA.PR.A was last mentioned on PrefBlog when it was downgraded to P-4. There are 1.6+ million shares outstanding. GPA.PR.A is not tracked by HIMIPref™.

CC&L Group announced yesterday:

that Standard & Poor’s (“S&P”) placed its ratings on CC&L ROC’s Preferred Shares on CreditWatch with negative implications. S&P expects to resolve the CreditWatch placement within a period of 90 days and update its opinion. The Preferred Shares are currently rated P-2 (high).

The move comes as a result of the Lehman Brothers Holdings Inc. credit event announced on September 15, 2008 as well as several downgrades of companies held in the Reference Portfolio as a consequence of the ongoing extremely difficult conditions facing the United States financial system.
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The Preferred Shares are listed for trading on the Toronto Stock Exchange under the symbol RPQ.PR.A.

There was another announcement that:

Standard & Poor’s (“S&P”) lowered its ratings on ROC III’s Preferred Shares from P-2 (low) to P-4 (high) and placed them on CreditWatch with negative implications. As indicated in a press release dated September 11, 2008, the ratings on the Preferred Shares were expected to be adversely affected by recent events. S&P expects to resolve the CreditWatch placement within a period of 90 days and update its opinion.

The move comes as a result of credit events in the Reference Portfolio, namely Lehman Brothers Holdings Inc., Fannie Mae and Freddie Mac, as well as several downgrades of companies held in the Reference Portfolio as a consequence of the ongoing extremely difficult conditions facing the United States financial system. CC&L and ROC III are reviewing and will explore the options, legal and otherwise, that are available to ROC III relating to the delivery of the credit event notices in respect of Fannie Mae and Freddie Mac.
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The Preferred Shares are listed for trading on the Toronto Stock Exchange under the symbol RPB.PR.A.

And, just in time for the weekend comes today’s announcement:

that the closure of Washington Mutual (“WaMu”) by the Office of Thrift Supervision and naming of the Federal Deposit Insurance Corporation (“FDIC”) as receiver is expected to constitute a credit event under the Companies’ credit linked notes (“CLN”). TD Bank is the issuer of the CLN for ROC III and The Bank of Nova Scotia is the issuer of the CLN for CC&L ROC.

This credit event is a consequence of the ongoing extremely difficult conditions facing the United States financial system. Connor, Clark & Lunn is disappointed with the impact this crisis has had on the performance of the Companies and is reviewing strategic alternatives for the Companies.

The last post on these issues was in connection with the Lehman bankruptcy. Neither of these issues is tracked by HIMIPref™.

I previously reported an upcoming meeting of PFD.PR.A holders, but was unable to provide details.

JovFunds Management has announced:

that, further to the Press Release of September 12, 2008, the special meetings of the preferred shareholders of Charterhouse and unitholders of the Funds that will occur on October 20, 2008, are being held to consider the following proposals

• to Replace the Trustee with an Affiliate of the Trustee…
• Reduction in Quorum Size of the Funds…
• Eliminate the Termination Date for Deans Knight and Fairway Diversified…
• Authority to Convert Charterhouse to an Open-Ended Mutual Fund Trust…
• Authority to Suspend the Retraction of Preferred Shares…
• Authority to Amend the Declaration of Trust of Long Reserve in the Event that Long Reserve is Converted to an Open-Ended Mutual Fund…

See the actual press release for further details of these points.

PFD.PR.A is not tracked by HIMPref™.

U.S. Financial 15 Split Corp. has announced:

it has added PNC Bank to its 15 core holdings as a replacement to Lehman Brothers Holdings.

The weakening of the financial sector in U.S. markets has accelerated in recent weeks and has lead to dramatic losses in market value for many financial services companies in the United States and around the world. Unprecedented U.S. government intervention in the last two weeks has occurred in an attempt to stabilize markets and restore confidence in the credit markets.

PNC Bank is one of the largest financial services companies in the country with over $139 billion in assets and providing personal banking, wealth management, business banking and corporate and institutional services for organizations all over the world.

US Financial 15 invests in a high quality portfolio consisting of 15 U.S. financial services companies as follows: American Express, American International Group, Bank of America, Citigroup, Fifth Third Bancorp, The Goldman Sachs Group, J.P. Morgan Chase, Merrill Lynch, Morgan Stanley, PNC Bank, SunTrust Banks, U.S. Bancorp, Wachovia Corporation, Washington Mutual and Wells Fargo.

FTU.PR.A had asset coverage of just over 1.0:1 as of September 15, according to the company. It was last mentioned on PrefBlog when it had a very exciting time in mid-July and was (very briefly) reviewed in context in my article SplitShares and the Credit Crunch.

FTU.PR.A is tracked by HIMIPref™ and is a member of the “Scraps” index. It would be part of the “SplitShare” index, but there are credit concerns.