Category: Issue Comments

Issue Comments

FAL.PR.B : Correction to PrefInfo

It has been brought to my attention that the redemption provisions for FAL.PR.B as listed on PrefInfo are incorrect. The following description is provided in the Falconbridge Annual Report for 2004, available on SEDAR, filing date March 23, 2005:

Holders of Preferred Share Series 3 are entitled to fixed cumulative preferential cash dividends, as and when declared by the Board of Directors, which accrue from March 1, 2004. The dividends are payable quarterly on the first day of March, June, September, and December in the amount of Cdn$0.2863 per share or Cdn$1.1452 per share per annum until March 1, 2009. The Preferred Share Series 3 are not redeemable prior to March 1, 2009. The Preferred Share Series 3 will be redeemable on March 1, 2009 and on March 1 every fifth year thereafter, in whole but not in part, at the Corporation’s option, at Cdn$25.00 per share, together with accrued and unpaid dividends up to but excluding the date of redemption. Holders of Preferred Share Series 3, upon giving notice, will have the right to convert on March 1, 2009, and on March 1 in every fifth year thereafter, their shares into an equal number of Preferred Share Series 2, subject to the automatic conversion provisions.

PrefInfo will be corrected shortly.

Update: PrefInfo has been corrected. Note that it is listed as having a potential redemption at par 2009-3-1, and a redemption forever afterwards at 25.50. This is not strictly correct, but it is the best representation I can think of for analytical purposes: the assumption is made that on reset date, the five-year fixed rate is so awful, conversion into the floater is effectively forced – this is reflected in the presumed post-reset dividend rate. The floater (FAL.PR.A) is always redeemable at 25.50.

As has been previously noted, FAL.PR.A and FAL.PR.H will soon be redeemed. FAL.PR.B will remain outstanding, but redemption of FAL.PR.A implies that Xstrata intends to redeem it next March 1. Intends. Implies. My interpretation carries no guarantees.

Update: See also previous post regarding FAL.PR.B

Issue Comments

SBC.PR.A Added to HIMIPref™ Universe

The preferred shares of Brompton Split Banc Corp. have been added to the HIMIPref™ universe.

Details (as reported on PrefInfo) are:

Name:

  • SBC.PR.A

  • Brompton Splt Bnc Pr
  • Brompton Split Banc Corp. Pr

Redemptions: None

Retraction / Maturity : 2012-11-30 at 10.00

Other data:

  • Payments are Dividends : Yes
  • Cumulative Dividends : Yes
  • SplitShare Corp : Yes

The issue has been rated Pfd-2 by DBRS since its listing 2005-11-21. Asset coverage as of May 15, 2008, was just under 2.2:1, according to the company.

The issue was noted by Assiduous Reader cowboylutrell in the comments to May 22. The more I thought about the issue, the fewer good reasons I could think of to justify its continued exclusion.

The main argument against inclusion is that, by backdated additions of issues due to their continued good credit quality and liquidity, a certain amount of survivor bias is incorporated into HIMIPref™. I take the view that this sad fact is outweighed by the opportunity of having another tradeable issue.

Issue Comments

DF.PR.A Added to HIMIPref™ Universe

The preferred shares Dividend 15 Split Corp. 2 have been added to the HIMIPref™ universe.

Details (as reported on PrefInfo) are:

Name:

  • DF.PR.A

  • Dividend 15Splt 2 Pr
  • Dividend 15 Split Corp. II Pr

Redemptions: None

Retraction / Maturity : 2014-12-01 at 10.00

Other data:

  • Payments are Dividends : Yes
  • Cumulative Dividends : Yes
  • SplitShare Corp : Yes

The issue has been rated Pfd-2 by DBRS since its listing 2006-11-16. Asset coverage as of May 15, 2008, was 2.1+:1, according to the company.

The issue was noted by Assiduous Reader cowboylutrell in the comments to May 22. The more I thought about the issue, the fewer good reasons I could think of to justify its continued exclusion.

The main argument against inclusion is that, by backdated additions of issues due to their continued good credit quality and liquidity, a certain amount of survivor bias is incorporated into HIMIPref™. I take the view that this sad fact is outweighed by the opportunity of having another tradeable issue.

Issue Comments

FTS.PR.G Closes; Trades at Premium

Fortis has announced:

that it has closed its public offering (the “Offering”) of Cumulative Redeemable Five-Year Fixed Rate Reset First Preference Shares, Series G (the “Series G First Preference Shares”) underwritten by a syndicate of underwriters led by Scotia Capital Inc. and CIBC World Markets Inc. Fortis issued 8,000,000 Series G First Preference Shares at a price of $25.00 per share for gross proceeds to the Corporation of $200,000,000. The underwriters also have the option to purchase up to an additional 1,200,000 Series G First Preference Shares to cover over-allotments, if any, and for market stabilization purposes, during the 30 days following the closing of the Offering (the “Over-Allotment Option”). If the Over-Allotment Option is exercised in full, the Offering will result in gross proceeds to the Corporation of $230,000,000.

A portion of the net proceeds of the Offering will be used to repay the total amount outstanding of approximately $170 million under the Corporation’s committed credit facility, which indebtedness was incurred to fund a portion of the purchase price for the acquisition of Terasen Inc. on May 17, 2007 and the purchase price for the acquisition of the Delta Regina hotel on August 1, 2007. The balance will be used for general corporate purposes.

The issue traded 190,570 shares today in a range of 24.84-25.10, closing at 25.00-15, 88×100.

The issue will not be tracked by HIMIPref™, due largely to the lack of comparables. There is a possibility that a rush of new issues of this type is in the pipeline, as has been noted previously. Should the asset class become important, the fixed-resets from Fortis and from Scotia will be added on a back-dated basis.

With the BCE / Teachers’ deal in jeopardy, however, there is a chance that these pipelined issues might die on the vine.

Issue Comments

BAM / BPP Floater Credit Inversion

In the last edition of PrefLetter I pointed out a significant inversion in the floating rate sector, with BPO Properties Ltd. Fltg Rate Pr Series “J”, for instance (BPP.PR.J) trading at a higher price than Brookfield Asset Management Inc Cl A Pr Ser 13 (BAM.PR.K), despite the latter’s higher credit rating.

DBRS notes:

BPO’s debt-to-gross book value could increase to closer to 50% to 55% over the next two years from 44% currently. EBITDA interest coverage is likely to decline prior to Bay-Adelaide coming online in mid-2009, but is expected to remain close to 2.5 times including capitalized interest, which is acceptable for the current rating. Fixed-charges coverage should remain manageable at close to two times. Excluding capitalized interest, EBITDA interest coverage should remain above three times.

Over the short term, BPO should continue to benefit from stronger office markets looking forward which could drive growth in cash flows to support EBITDA interest coverage ratios. Net rental rates in Calgary have experienced unprecedented growth of approximately 50% over the past two years to $35 to $40 per square foot. BPO’s in-place rents are on average 25% to 30% below current market net rents, partly due to long-term leases.

The rating also reflects the following factors: (1) BPO has greater diversification with the addition of new markets in Ottawa and Edmonton in recent years that enhance cash flow stability. (2) BPO’s solid tenant profile and average lease maturity of seven years is expected to support cash flow stability.

It’s a nice little company – and according to note 10 of their 2007 Annual Report, all the debt is secured by individual properties and is non-recourse to the company. This is a nice provision; I like this provision. Each property can hurt them, certainly, in the event of disastrous market conditions, but no single property can take out the company.

The problems are the same as with every other property company … rents can go to zero, or negative (you have to pay the janitor!) for years while the mortgage still needs to be paid … and I would be a lot happier if they weren’t so concentrated in Toronto & Calgary. But they do a good job of mitigating these risks with long leases and well-staggered mortgage maturities.

BPO Properties is 89% controlled by Brookfield Asset Management … this sort of subsidiary action can be a chancy thing. In general, it is better to be close to the money (Loblaws is a better credit – slightly – than Weston; Bell Canada preferred were a much better credit than BCE, until the idiot holders gave up their advantage for trivial consideration), but in some cases it’s better to be diversified.

Regarding BAM’s credit, DBRS noted in 2006:

Brookfield has completed the move from cyclical natural resources-based investments to a diversified portfolio of investments focused on stable real estate, power and infrastructure assets. This strategy is supported by Brookfield’s solid balance sheet and good liquidity. Brookfield also continues to develop relationships with large institutional investors, mitigating some of the risks associated with large investments.

Consistent with this overall strategy, Brookfield, along with three large Canadian institutional investors, recently announced plans to acquire HQI Transelec Chile S.A., the largest electricity-transmission company in Chile, for approximately $1.7 billion, of which Brookfield’s share of the equity is expected to be approximately 30%, or $300 million. Also, Brookfield Properties Corporation (Brookfield Properties), which is 50% owned by Brookfield, and The Blackstone Group recently bid to acquire Trizec Canada Inc. and Trizec Properties, Inc. for total consideration of $9.2 billion. The net effective interest of Brookfield Properties is approximately $400 million in equity ($1.74 billion in total value) after reflecting the interest of other large institutional shareholders. This compliments its growing portfolio of investments in stable assets that generate relatively predictable cash flow.

In 2005, Brookfield continued to generate strong free cash flow of $475 million on a remitted basis (adjusted to reflect actual dividends paid by Brookfield Properties and Brookfield Homes Corporation) and coverage ratios remain solid. Although Brookfield recently increased its common dividend by 50%, its substantially larger asset base and stable cash flows are expected to support higher levels of cash outflows. As a result, Brookfield is expected to continue to generate free cash flow after all dividends in 2006 as acquisitions in the power segment in particular contribute to higher cash flows.

During 2005, Brookfield was successful in reducing its debt levels to 28% on a deconsolidated basis, which is below 2004’s 34%, within its target range of 25% to 30% and acceptable for a holding company. Improved debt levels were largely due to the divestiture of its stake in Falconbridge Limited for net cash proceeds of $1.4 billion (proceeds from the sale were $2.7 billion, including preferred shares and exchangeable debentures). Brookfield remains committed to maintaining a solid credit profile through prudent balance-sheet management. Funds for investment will come from its significant internal free cash flow and liquid investments of more than $2 billion.

Their consolidated debt-to-equity ratio looks scary, but most of this is property-specific; additionally, there is much more diversification than with BPP. If, for instance, the real-estate market in Calgary & Toronto cratered, BAM could simply jettison BPP, taking a large loss, but staying afloat with their timberland and power-generation assets. I have no problem with the idea that BAM is a better credit than BPP.

The market has recently had other ideas, however, with BPP floaters yielding less than BAM floaters. It’s a funny old world. The May edition of PrefLetter included some charts showing the development of this inversion:

The credit inversion continues and encompasses all the floaters of each issuer: BAM.PR.B & BAM.PR.K vs. BPP.PR.G, BPP.PR.J & BPP.PR.M. It should be noted that the BPP floaters are highly illiquid.

Issue Comments

FAL.PR.A & FAL.PR.H to be Redeemed

Xstrata has announced:

its intention to redeem all of its outstanding Cumulative Preferred Shares, Series H (TSX: FAL.PR.H) and Series 2 (FAL.PR.A) by the end of July 2008. Holders of Series H shares will receive C$25.00 per share in cash and holders of Series 2 shares will receive C$25.50 in cash, in each case plus accrued and unpaid dividends in respect of each share up to, but excluding, the date of redemption. Xstrata Canada intends to use its internal cash resources to fund the aggregate redemption price of approximately C$275 million.

FAL.PR.H is currently in the PerpetualPremium index; it was moved there from Scraps in the 2007-10-31 rebalancing following the DBRS credit upgrade.

FAL.PR.A is currently the only member of the RatchetRate index; it was also moved from Scraps immediately following the upgrade.

Interestingly, FAL.PR.B will not be called. It’s a Fixed-Floater, exchangeable to FAL.PR.A every five years; the next exchange date is 2009-3-1, on which date it may be redeemed at 25.00. Presumably it is not long for this world.

Update, 2008-05-29: Dates have been set:

As previously announced, Xstrata Canada has issued notices to redeem all of its outstanding Cumulative Preferred Shares, Series H (TSX:FAL.PR.H) and Series 2 (FAL.PR.A). The Series H shares will be redeemed on June 30, 2008 and the Series 2 shares will be redeemed on July 10, 2008. Holders of Series H shares will receive C$25.00 per share in cash and holders of Series 2 shares will receive C$25.50 in cash, in each case plus accrued and unpaid dividends in respect of each share up to, but excluding, the date of redemption. Xstrata Canada intends to use its internal cash resources to fund the aggregate redemption price of approximately C$275 million.

Better Communication, Please!

CU Inc. Issues Long Term Debs

CU Inc. has an issue trading on the Toronto Stock Exchange, CIU.PR.A, now bid at 20.50 for a pre-tax bid-YTW of 5.64% based on a limitMaturity; this is an interest-equivalent of 7.90% at a conversion factor of 1.4x. These are Series 1 Preferred. The company also has an approximately equal value of “Series Second Preferred” outstanding, all of which are held by the parent company.

Today they issued some 30-year debs at 5.58%.

Mainly I was interested in this because of the 232bp interest-equivalent spread between the prefs and the long debs, but there’s a little twist …

A grossly abbreviated statement of their liabilites is:

CIU Inc. Liabilities
Item Value
CAD Millions
Current Liabilities 250.6
Non-Current Non-Capital 229.6
Long-Term Debt 2,459.4
Series 1 Prefs 115.0
Series 2 Prefs 130.0
Equity 1,675.5
Total 4,860.1

According to the prospectus for CIU.PR.A:

In the event of the liquidation, dissolution or winding up of the Corporation, or other distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the holders of the Series 1 Preferred Shares shall be entitled to receive the amount paid up on such shares together with all accrued and unpaid cumulative preferential dividends thereon and, if such liquidation, dissolution, winding-up or distribution is voluntary, a premium of $1.00 per share if such event commences prior to June 1, 2009, and, if such event commences thereafter, a premium equivalent to the premium payable on redemption if such shares were to be redeemed at the date of commencement of any such voluntary liquidation, dissolution, winding-up or distribution, before any amount shall be paid or any property or assets of the Corporation shall be distributed to the holders of any Class A non-voting shares or Class B common shares or other shares ranking junior to the Series 1 Preferred Shares. After payment to the holders of the Series 1 Preferred Shares of the amounts so payable to them, they shall not be entitled to share in any further distribution of the property or assets of the Corporation.

… which is not entirely satisfactory, because nowhere in the document is the seniority of the “Series Second Preferred Shares” clearly defined relative to the “Series 1 Preferred Shares”.

I have used their contact form to ask the question:

Are the CU Inc. Series 1 Preferred Shares junior, senior, or parri passu to the Series Second Preferred Shares?

Where may I find legal documentation of the relative status?

Update, 2008-5-27: I have received a note from Atco staff denying the existence of Series Second Preferred shares. Further inquiries are in progress.

Issue Comments

BCE / Teachers' Deal : Chattering Classes Humiliated

The Canadian Press has reported:

The purchase of BCE Inc. (TSX: BCE.TO) by a group led by the Ontario Teachers’ Pension Plan hit a snag Wednesday after the Quebec Court of Appeal overturned a lower court’s decision to allow the largest corporate takeover in Canadian history.

The appeal court sided with the company’s bondholders in reversing Quebec Superior Court Justice Joel Silcoff’s decision to allow the takeover of the company in a deal worth $52 billion.

The bondholders had sought to block the proposed leveraged buyout of Canada’s largest telecom company that they say treats them unfairly because it loads the telecom giant up with debt and makes their bonds a much riskier investment.

“BCE never attempted to justify the fairness and reasonableness of an arrangement that results in a significant adverse economic impact on the debentureholders while at that same time it accords a substantial premium to the shareholders,” the five-judge panel ruled.

Mark Meland, one of the lead lawyers for the bondholders, said his clients were pleased by the court’s decision that was widely expected to side with the company.

“The chattering classes were virtually unanimous in stating incorrectly that we had no chance in being successful, but our group, the bondholders that I represent, we always believed we had a good case,” Meland said.

Mea culpa, mea culpa, mea maxima culpa, and profound apologies to Mr. Meland!

But congratulations … the plot thickens!

The last report on this deal was regarding sabre rattling by the banks.

BCE has the following preferred shares outstanding: BCE.PR.A, BCE.PR.C, BCE.PR.D, BCE.PR.E, BCE.PR.F, BCE.PR.G, BCE.PR.H, BCE.PR.I, BCE.PR.R, BCE.PR.S, BCE.PR.T, BCE.PR.Y & BCE.PR.Z

I have no idea what’s going to happen … there are financing jitters and now some legal jitters … I have no expertise, special information or analytical advantage in either area. It’s all speculation.

Update: More on Bloomberg:

Today’s decision “rewrites Canadian law relating to the duty of Canadian boards of directors to maximize value for shareholders,” Martine Turcotte, BCE’s chief legal officer, said in the company’s statement.

Update: BCE is seeking leave to appeal to the Supreme Court.

Update: The Globe has published the court judgement. Kudos for them! What I’d really like to see is a decision by the relevant authorities that all paperwork filed in all court cases be made publicly available (via Internet) with no charge … but until that happy day, I’ll settle for the press occasionally publishing scraps.

Issue Comments

RBT.PR.A Partial Call For Redemption

R Split II Corporation has announced:

that it has called 23,250 Preferred Shares for cash redemption on May 30, 2008 (in accordance with the Company’s Articles) representing approximately 5.351% of the outstanding Preferred Shares as a result of the special annual retraction of 134,500 Capital Shares by the holders thereof. The Preferred Shares shall be redeemed on a pro rata basis, so that each holder of Preferred Shares of record on May 29, 2008 will have approximately 5.351% of their Preferred Shares redeemed. The redemption price for the Preferred Shares will be $30.50 per share.

The last RBT.PR.A partial call was noted by PrefBlog last year.

RBT.PR.A is not tracked by HIMIPref™

Issue Comments

BXN.PR.B Partial Call for Redemption

B Split 2 Corporation has announced:

that it has called 84,808 Preferred Shares for cash redemption on May 30, 2008 (in accordance with the Company’s Articles) representing approximately 8.920% of the outstanding Preferred Shares as a result of the special annual retraction of 177,808 Capital Shares by the holders thereof. The Preferred Shares shall be redeemed on a pro rata basis, so that each holder of Preferred Shares of record on May 29, 2008 will have approximately 8.920% of their Preferred Shares redeemed. The redemption price for the Preferred Shares will be $9.75 per share.

The last partial redemption of BXN.PR.B was noted by PrefBlog last May.

BXN.PR.B is not tracked by HIMIPref™