Category: Issue Comments

Issue Comments

BCE Pairs

Boy, BCE and its credit problems is just taking over this blog, aren’t they?

With the confusion and losses, though, comes volatility. And volatility is your friend. I have previously noted the BCE.PR.Y / BCE.PR.Z pair … let’s make a list of all of them!

 

BCE Pairs
Fixed Ratchet Exchange Date
BCE.PR.Z BCE.PR.Y 2007-12-01
BCE.PR.F BCE.PR.E 2010-02-01
BCE.PR.G BCE.PR.H 2011-05-01
BCE.PR.T BCE.PR.S 2011-11-01

A number of BCE issues are not listed here because only one member of the pair is trading.

These pairs are interesting because, in theory, the prices of the elements of the pair should move in lockstep, given that they are exchangeable into each other on the Exchange Date. There will be some degree of uncertainty due to the fact that changes in prime – and changes in percentage of prime paid – will change … but it’s fun to watch.

There would be a fair amount of risk involved in putting on a long/short position to arbitrage the differences for the three longer-dated pairs, due to these uncertainties. If a debt-holder-unfriendly deal goes through, we can assume (or, at least, I will) that retail will panic and all the issues will trade not just below par, but below a reasonable valuation that takes account of the actual risk. This will imply that the Floating-Rate issues will quickly ratchet up to pay 100% of prime … a very different kettle of fish from the other major alternative, that nothing happens. So playing the arbitrage game on the three longer issues could just possibly be a little risky … at least until the uncertainty clears up a little.

But the BCE.PR.Y / BCE.PR.Z pair … that’s more interesting.

 

Comparison as of 4/17
Ticker BCE.PR.Z BCE.PR.Y
Type Fixed Ratchet Floater
Estimated Dividends to Exchange Date $1.00 $0.59 (@ 4% annual rate)
4/17 Quote 24.70-83 24.60-25.20
averageTradingValue 89,605 3,280

So, based on this very brief analysis, it looks as if the BCE.PR.Z are very cheap compared to BCE.PR.Y. Of course, putting a position on could be a major exercise in frustration, given the volume-average of the BCE.PR.Y … but never-the-less, if I was the owner of some Y right now AND if I still liked the BCE name, I know what I’d be doing!

Issue Comments

BCE on Credit Watch Negative : DBRS

Following the announcement that BCE is in talks with privatizers, DBRS has announced that they:

today placed the ratings of BCE, A (low)/R-1 (low)/R-2 (high)/Pfd-2 (low), and its wholly owned subsidiary, Bell Canada, “A”/R-1 (low)/BBB (high), (collectively, BCE or the Company) Under Review with Negative Implications following the Company’s announcement today that it is reviewing strategic alternatives with a view to maximize shareholder value….Given the Company’s current operating structure, DBRS notes that any transaction that takes leverage above 4.0 times debt to EBITDA could cause its ratings to decline below the investment-grade threshold of BBB (low).

No word from S&P yet. I’ll keep you posted.

BCE has the following preferred shares outstanding: BCE.PR.A, BCE.PR.C, 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

Update: S&P has joined the fun:

Standard & Poor’s Ratings Services today said it placed its ratings, including its ‘A-‘ long-term corporate credit rating, on Montreal, Que.-based telecommunications provider BCE Inc. and its wholly owned subsidiary, Bell Canada (collectively, BCE), on CreditWatch with negative implications, following the announcement that it had entered into discussions with a group of leading Canadian pension funds to explore the potential privatization of the company.

Should the leveraged buyout of BCE be successful, we expect debt leverage and corresponding credit metrics will materially weaken from our current expectations; adjusted debt leverage will significantly increase from our expectations of 2.6x at year-end 2007, which could lead to a multinotch downgrade, possibly to speculative-grade.

In the event a privatization is not consummated, we believe the company will be faced with increasing shareholder pressures for some form of leveraging transaction over the near term, which could also lead to lowering the ratings, given that BCE/Bell Canada has modest debt capacity under the current ratings.

Issue Comments

BCE in Buyout Talks?

Reuters has reported:

BCE Inc. has entered talks with a group of Canadian pension funds that could lead to the company being taken private, Canada’s top telecommunications group said on Tuesday.

I have seen long Bell bonds offered at 270bp over Canadas – a widening of 50bp over yesterday.

I have previously noted the event risk on the BCE preferreds … which, while having been hurt lately, have suffered not nearly as much as the Bonds … a widening of 50bp in one day? on bonds with a duration of about maybe 12? That’s 6% on price.

Retail – which means holders of BCE preferreds – may well do what retail is best at: ignore the situation until they’ve been told 20 times, then over-react big time.

This could be interesting.

Issue Comments

BNS.PR.M : Underwriters Exercise Entire Overallotment

I guess the headline really says it all! Scotia has announced that:

a syndicate of investment dealers led by Scotia Capital Inc. have fully exercised the over-allotment option to purchase an additional 1.8 million, 4.50% non-cumulative Preferred Shares Series 15 of the Bank at a price of $25.00 per share. It is expected that the closing for the additional 1.8 million shares will occur on April 17, 2007. After the closing of the additional shares, when combined with the existing 12 million shares, there will be a total of 13.8 million of the Preferred Shares Series 15 trading on the Toronto Stock Exchange under the symbol BNS.PR.M.

This issue was announced March 21 and closed April 5

Data Changes

BNS.PR.M Arrives at Market Slightly Discounted

The Scotia new issue, announced March 21, closed its first day of trading at 24.87-89, on heavy volume of 724,590 shares. There was a tight trading range, 24.85-92.

Updated comparatives are:

Scotia Bank 4.45% Perp New Issue & Comparatives
Data BNS.PR.M BNS.PR.L RY.PR.E
Price due to base-rate 22.52 22.43 22.64
Price due to short-term -0.25 -0.25 -0.25
Price due to long-term 1.39 1.39 1.39
Price to to Cumulative Dividends 0.00 0.00 0.00
Price due to Liquidity 1.71 1.71 1.72
Price due to error -0.07 -0.07 -0.07
Curve Price (Taxable Curve) 25.30 25.22 25.43
Dividend Rate $1.125 $1.125 $1.125
Quote 4/5 24.87-89 24.97-98 25.15-23
YTW (at bid, after tax) 3.61% 3.58% 3.60%
YTW Date Infinite 2016-5-27 / Infinite Infinite
Credit Rating (DBRS) Pfd-1 Pfd-1 Pfd-1
YTW (Pre-Tax) 4.54% 4.50% 4.51%
YTW Modified Duration (Pre-Tax) 16.36 16.46 16.24
YTW Pseudo-Convexity (Pre-Tax) -35.01 -63.28 -51.92

Update: The issue has been added to the HIMIPref&trade database with the securityCode A41010, replacing the preIssue code of P50012. A reorgDataEntry has been added to the system.

The issue has been added to the HIMIPref™ PerpetualDiscount Index.

Index Construction / Reporting

LBS.PR.A : Financial Statements & Some Comparatives

I was asked on an old thread to comment on this issue in the light of the release of the split-share corporations first audited financials through Brompton’s dedicated web page.

LBS Balance Sheet, 2006-12-31 (Simplified by James Hymas)
Assets (thousands)
Good Assets 311,659
Assets only an accountant could love 14
Total Assets 311,673
Liabilities  
Misc. Liabilities 3,010
Preferred Shares 120,000
Total Liabilities 123,010
Shareholders’ Equity 188,663
Total Liabilities & Equity 311,673

OK, so remember from the example of Sixty-Split that the Asset Coverage Ratio is defined as Total Money Available / Total Money Required.

Total Money Required is the redemption value of the preferreds: $120-million.

Total Money available is the Shareholders’ Equity plus the amount already earmarked for the prefs less the miscellaneous liabilities (because they get paid first or, at least, earlier) and also less the ephemeral assets of $14-thousand (because they will evaporate prior to the preferreds coming due AND because if the company gets wound up tomorrow there’s no actual cash to be gained from them), or $188,663 + $120,000 – $3,010 – $14 = $305,639.

Correction, posted 2007-4-11 : There is an error in the above. There is no need to subtract the $3,010 in miscellaneous liabilities because they were never added in the first place, since the positive figures being used come from the liability side of the balance sheet. Thus, the cash available is $188,663 + $120,000 – $14 = $308,649 and the coverage ratio is 2.57:1.

Another way to arrive at this number is consider the total money available to the company on liquidation, less the amounts that have to be paid out before the prefholders get paid: $311,659 – $3,010 = $308,649.

Which just goes to show, you have to be careful with this stuff and, if possible, check it with a different method!

Therefore, the Asset Coverage Ratio is $305,639 / $120,000 = 2.55:1.

Or, to put it in DBRS terms, there’s downside protection of 60.7% … in other words, the assets could lose 60.7% of their value and there would still be enough in the kitty to pay off the preferred shareholders (although the capital unit holders would lose their shirts).

Just how much asset protection one wants is a function, in part, of just what the assets are. If LBS held a portfolio of Junior Uranium explorers I would be more concerned, but I take the view that the LBS portfolio of big Canadian Banks and Insurers isn’t going to drop by that much any time soon. I’m happy with the coverage.

By way of comparison, the recent DBRS rating of CFS.PR.A as Pfd-1 started off the summary with:

The rating of the Preferred Shares is based on the following:

(1) The available downside protection, which is 57% to the principal amount of the outstanding Preferred Shares at closing.

….

A full analysis is more complicated than that, obviously, but it is clear that on an Asset-Coverage basis, LBS.PR.A has nothing to be ashamed of. So now let’s go to the income statement:

LBS Income Statement (thousands) (Simplified by James Hymas)
Income  
Dividends, Interest & Lending 2,038
Expenses  
Fees (547)
Expenses (185)
Brokerage (66)
Total Costs (799)
Preferred Distributions (1,304)
Capital Unit Distributions (2,981)
Realized & Unrealized Capital Gains 26,858
Total Change In Net Assets 23,813

It should be remembered that these figures are derived from operations for the period October 17 (commencement of operations) to December 31. We’re interested in ratios, not absolute numbers, so we’ll assume – for now, for the purposes of this analysis only – that this INITIAL PARTIAL period gives a good indication of what may be expected (in terms of ratios) for FUTURE COMPLETE periods.

An assumption. For now.  

So: we want to find out the income coverage. Total income for the period is $2,038 [thousands throughout] and is of a nature that appears to be sustainable. We’ll cut the boys a little slack, and ignore the $66 transaction costs … they had to invest all their money in the period, their first since inception, and given that the corporation takes a passive stance towards the stock portfolio, it’s not very likely to recur to the same extent. At the end of the period, they held a total of just over six million shares, so their COMMISSSIONS paid amount to just over a penny a share, which is entirely reasonable.

We have no idea, from just these figures, whether their trading was done competently or not. It is entirely possible that these guys are the most reckless idiots in creation and overpaid for their stock big-time, to the amount of $1.00 per share. It is also possible that they’re the smartest, toughest negotiators & traders in the world and UNDERPAID for their stock, to the amount of $1.00 per share. This somewhat vital information, which may usually be relied upon to be a much greater number than piddly little commission expenses, is completely missing from such completely simplistic moronic idiocy as the Trading Expense Ratio, which, for instance, mutual funds are required to report by policy of the Canadian Securities Administrators, in an apparent effort to ensure that the gullible think they understand something.

But one way or another, we’ll exclude commission costs from the expenses, in the belief (hope?) that they were largely a one-time thing.

So to calculate income coverage, we come up with $2,038 – $547 – $185 = $1,306 presumably recurring net income after expenses, to cover preferred share distributions of $1,304.

Not quite an exact match, but close! We’ll say that income coverage is 100%, for purposes of this analysis. That’s pretty good! The figures shown in my article on split shares are even more out of date than they were when I wrote it, but serve as a reasonable benchmark. One Hundred Percent coverage implies that preferred shareholders may expect that there is a reasonable chance that they will get their dividends without the company having to dip into capital, thereby reducing the Asset Coverage Ratio.

All sorts of bad things could happen in the future, of course. What if the company is too generous in its distributions to the Capital Unit holders (there are limits to this under the prospectus; determining whether these limits are good enough is left as an exercise for the student)? What if all the banks cut their dividends to zero in response to taxation changes? You can never predict the future, but you can extrapolate the present … as long as you retain a healthy skepticism towards this and any other extrapolation (and watch the financials to ensure that you like what’s happening!), the income coverage on this issue looks quite good.  

Not quite as good as DBRS noted for CFS.PR.A:

(3) The Interest Coverage Ratio test of 1.5 times for the Preferred Shares, which ensures a high level of protection to the holders of the Preferred Shares.

but good enough for investment grade.

DBRS rates this issue Pfd-2. There’s a chance I might quibble about this rating if I did a very thorough analysis of comparable issues and historical performances … but there’s nothing in these financials that makes me suspect that such a rating is completely out to lunch.

I’m happy with the rating. That does not imply anything at all about whether I think that LBS.PR.A is a good investment at this time at the current price.

Remember the Tech Wreck? Everybody and his shoe-shine boy was telling everybody else that ‘The Internet is going to change all our lives, and therefore Nortel is a fantastic buy at $110!’. Well, yeah. The internet is going to change our lives. And Nortel is a fine company (although perhaps I should have chosen another example, a company that can keep a set of books, for instance). BUT. BUT. BUT. That does not imply it should be bought irregardless of price.

First you determine value. Then you determine price. Then you subtract. Then you make an investment decision.

So, anyway, I’m not going to comment much on the investment characteristics of LBS.PR.A. I’m happy to rant and rave on and on about issues I consider lousy, but for discriminating between “Weak Sell”, “Hold”, “Buy” and “Strong Buy” (which aren’t actually terms I use, but serve as examples), you’ve got to be a client.

Or, soon (very soon!) a subscriber to PrefLetter!

But, out of the kindness of my heart, I’ve uploaded a recent evaluation of the HIMIPref™ Split-Share Index, to give interested readers a place to start.

Issue Comments

DFN.PR.A: Text of Special Resolution Released

As previously noted, shareholders of DFN.PR.A will be meeting on April 24 to consider a special resolution, the text of which has now been released:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. The Articles of Dividend 15 Split Corp. (the “Fund”) be amended to extend the termination date of the Fund to December 1, 2014.
2. The directors and officers of the Fund be and they are hereby authorized and directed to take such action and to execute and deliver all such documentation as may be necessary or desirable for the implementation of this special resolution.
3. Notwithstanding the provisions hereof, the directors of the Fund may revoke this special resolution at any time prior to the endorsement by the Director of the Certificate of Amendment under the Business Corporations Act (Ontario) giving effect hereto without further approval of the shareholders of the Fund.

A very good deal for DFN.PR.A shareholders to continue providing financing at 5.25% (as a dividend! Interest-Equivalent of (for rich people in Ontario) of 7.35%! It’s very kind of the Capital Unit holders to give the idea any consideration at all!

Issue Comments

FFN.PR.A : Special Resolution Released

As previously noted, FFN.PR.A shareholders will be meeting on April 24 to vote on a special resolution. The text of this special resolution has now been released:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. The Articles of Financial 15 Split Corp. II (the “Fund”) be amended to extend the termination date of the Fund to December 1, 2014.
2. The directors and officers of the Fund be and they are hereby authorized and directed to take such action and to execute and deliver all such documentation as may be necessary or desirable for the implementation of this special resolution.
3. Notwithstanding the provisions hereof, the directors of the Fund may revoke this special resolution at any time prior to the endorsement by the Director of the Certificate of Amendment under the Business Corporations Act (Ontario) giving effect hereto without further approval of the shareholders of the Fund.

This is a great deal for preferred shareholders, since the prefs pay 5.25% of redemption value and are trading at a premium. Votate Si!

Issue Comments

FTN.PR.A Special Resolution Released

As previously noted, FTN.PR.A shareholders will be meeting April 24 to vote on extending term.

The text of the actual resolution has been released:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. The Articles of Financial 15 Split Corp. (the “Fund”) be amended to extend the termination date of the Fund to December 1, 2014.
2. The directors and officers of the Fund be and they are hereby authorized and directed to take such action and to execute and deliver all such documentation as may be necessary or desirable for the implementation of this special resolution.
3. Notwithstanding the provisions hereof, the directors of the Fund may revoke this special resolution at any time prior to the endorsement by the Director of the Certificate of Amendment under the Business Corporations Act (Ontario) giving effect hereto without further approval of the shareholders of the Fund.

If passed, this is free money for the Preferred shareholders, given that the prefs yield 5.25% of their redemption value.