Category: Issue Comments

Quadravest has announced:

US Financial 15 Split Corp. (the “Company”) is pleased to announce it has extended the termination date of the Company a further six year period from December 1, 2018 to December 1, 2024.

In connection with the extension, the Company will also amend the dividend entitlement of the FTU.PR.B Preferred Shares (“Preferred Shares”) effective December 1, 2018, to pay a cumulative preferential monthly dividend at an annual rate equivalent to 10.00% based on the net asset value per unit as at the end of the preceding month to a maximum of $0.0833 per Preferred Share per month (10.00% of $10.00 original issue price). This represents an increase of 4.75% in the rate from the current annual policy of 5.25% of the preceding month end net asset value.

The dividend policy for the FTU Class A Shares (“Class A Shares”) will remain unchanged.

In connection with the extension, the Company will offer a Special Retraction Right which will allow existing shareholders to tender one or both classes of Shares and receive a retraction price based on the November 30, 2018 net asset value per unit.

Since inception of the Company, Class A Shares have received a total of $3.70 per share and Preferred Shares have received a total of $5.58 per share, for a combined total of $9.28.

US Financial 15 invests in a portfolio consisting of 15 U.S. financial services companies as follows: American Express, Bank of America, Bank of New York Mellon Corp., Citigroup, CME Group Inc., Fifth Third Bancorp, The Goldman Sachs Group, J.P. Morgan Chase & Co., Morgan Stanley, PNC Financial Services Group Inc., Regions Financial Corp., State Street Corp., SunTrust Banks, U.S. Bancorp, and Wells Fargo.

FTU.PR.B is currently backed by a NAVPU of 9.14 as of 2018-09-14 against a par value of 10.00 – the fund is underwater! The fund has total assets of 26-million as of 2018-08-31, all of which is due to the preferred shareholders. The fund got whacked in the Credit Crunch – there has not been a distribution to Capital Unitholders since May, 2008.

According to the 2018 Annual Information Form:

In the event that the Termination Date is extended in any Extension Year, each holder of Preferred Shares or Class A Shares shall have the right to retract such Preferred Shares or Class A Shares effective December 1 of such Extension Year (the “Recurring Special Retraction Right”). The price payable per Preferred Share so retracted shall be equal to (i) the sum of (A) the lesser of (x) $10.00 and (y) the net asset value of the Company calculated on November 30 of such Extension Year, divided by the number of Preferred Shares then outstanding, plus (B) an amount equal to the accrued and unpaid dividends on each Preferred Share to but excluding November 30 of such Extension Year, plus (ii) all Dividends Owing thereon to but excluding November 30 of such Extension Year. The price payable per Class A Share so retracted shall be equal to the greater of (i) the net asset value per Unit calculated on November 30 of such Extension Year less $10.00, and (ii) zero. Holders of Preferred Shares or Class A Shares wishing to take advantage of the Recurring Special Retraction Right must surrender their Preferred Shares or Class A Shares for retraction no later than the close of business on November 1 of such Extension Year (or, if November 1 of such year is not a business day, on the immediately preceding business day). Payment of the retraction price per Preferred Share or Class A Share owing in respect of the exercise of the Recurring Special Retraction Right will be made on or before December 15 of such Extension Year (or, if December 15 of such year is not a business day, on the immediately succeeding business day).

November 1 is a Thursday this year, so the deadline to notify the company of a desire to retract is November 1 (brokerages will set their internal deadlines a few days earlier).

This is important, because it is virtually certain that I will recommend retraction.

In the previous extension, preferred shareholders got warrants – all of the 2014 warrants were exercised, as were many of the 2013 warrants (see SEDAR and search for “US Financial 15 Split Corp. Apr 4 2013 10:25:30 ET News release – English PDF 18 K” and then write your friendly neighborhood regulator and ask why I can’t link this public document directly).

The warrants were not enough to prevent any intelligent person from exercising the Special Retraction Right, but this is the preferred share market.

Look. The NAVPU is below the preferred share par value. This means that every dime, now or in the future, should accrue to the preferred shareholders. But in the event of a miraculous upsurge in the US market, it doesn’t and it won’t. The Capital Units will get all the money over the preferred share par value of $10.00 on liquidation. If things are miraculous enough, they might even get interim distributions. Why? What are they paying preferred shareholders for this privilege? Nuthin’. They will not share any future losses, because they’ve lost everything already, but they may share future profits. Why give them this sweet deal for free? Preferred shareholders will be far better off if they retract for cash and reinvest the proceeds in a US portfolio. As it stands, they are now invested in an expensive mutual fund (MER = 1.53% according to the 18H1 Semi-annual report) with cruddy returns (-1.09% since inception, vs. +3.62% for the S&P 500 Financial Index, according to the 2017 Annual Report).

Why? Why would anybody in his right mind hold this issue, when you can get the full NAVPU with a special retraction?

It closed at $8.85 today, a slight (just over 3%) discount to the September 14 NAVPU of 9.14, so after hedging costs there’s hardly any incentive to try to arbitrage the difference.

So the 10% coupon they’re offering is best characterized as flim-flam. All the money should belong, and can belong, to the preferred shareholders. Retract!

The Bank of Nova Scotia has announced:

that it intends to exercise its right to redeem all outstanding Non-cumulative Preferred Shares Series 20 of Scotiabank (the “Series 20 Shares”) and Non-cumulative Preferred Shares Series 21 of Scotiabank (the “Series 21 Shares”) on October 26, 2018, at a price equal to $25.00 per share, together with all declared and unpaid dividends. Formal notice will be issued to holders of the Series 20 Shares and Series 21 Shares in accordance with the share conditions. The redemption has been approved by the Office of the Superintendent of Financial Institutions.

On August 28, 2018, the Board of Directors of Scotiabank announced a quarterly dividend of $0.225625 per Series 20 Share, and $0.187403 per Series 21 Share. This will be the final dividend on the Series 20 Shares and Series 21 Shares, and will be paid on the date of the redemption, October 26, 2018, to shareholders of record at the close of business on October 2, 2018. After October 26, 2018, the Series 20 Shares and Series 21 Shares will cease to be entitled to dividends.

BNS.PR.Q (Series 20) was announced 2008-05-27 as a FixedReset, 5.00+170, and commenced trading 2008-6-10. After an extension announcement it reset at 3.61% in 2013.

At that time, there was a partial conversion to BNS.PR.B, the FloatingReset.

Brookfield Asset Management Inc. has announced:

that after having taken into account all election notices received by the September 17, 2018 deadline for the conversion of the Cumulative Class A Preference Shares, Series 32 (the “Series 32 Shares”) (TSX: BAM.PF.A) into Cumulative Class A Preference Shares, Series 33 (the “Series 33 Shares”), the holders of Series 32 Shares are not entitled to convert their Series 32 Shares into Series 33 Shares. There were 79,681 Series 32 Shares tendered for conversion, which is less than the one million shares required to give effect to conversions into Series 33 Shares.

It will be recalled that BAM.PF.A will reset at 5.061% effective October 1.

BAM.PF.A is a FixedReset, 4.50%+290 that commenced trading 2012-3-13 after being announced 2012-3-5. It is tracked by HIMIPref™ and assigned to the FixedResets subindex.

I recommended against conversion.

BCE Inc. has announced (on September 14):

that none of its fixed-rate Cumulative Redeemable First Preferred Shares, Series AQ (Series AQ Preferred Shares) will be converted into floating-rate Cumulative Redeemable First Preferred Shares, Series AR (Series AR Preferred Shares) on October 1, 2018.

On August 31, 2018, notice was provided that holders of Series AQ Preferred Shares could elect to convert their shares into Series AR Preferred Shares subject to the terms and conditions attached to those shares. Only 93,593 of BCE’s 9,200,000 Series AQ Preferred Shares were tendered for conversion on October 1, 2018 into Series AR Preferred Shares. As this would result in there being less than one million Series AR Preferred Shares outstanding, no Series AQ Preferred Shares will be converted on October 1, 2018 into Series AR Preferred Shares, as per the terms and conditions attached to those shares.

The Series AQ Preferred Shares will continue to be listed on the Toronto Stock Exchange under the symbol BCE.PR.Q. The Series AQ Preferred Shares will pay on a quarterly basis, for the five-year period beginning on September 30, 2018, as and when declared by the Board of Directors of BCE, a fixed quarterly cash dividend based on an annual dividend rate of 4.812%.

It will be recalled that BCE.PR.Q will reset at 4.812% effective September 30.

BCE.PR.Q is a FixedReset that came into being through an Exchange from BAF.PR.E which in turn commenced trading 2013-2-14 as a FixedReset, 4.25%+264, after being announced 2013-1-30.

I recommended against conversion.

Artis Real Estate Investment Trust has announced (on September 18):

that it has determined, based upon the election of holders of Preferred Units, Series E (“Series E Units”) (AX.PR.E), that less than 500,000 Series F Units would be issued on September 30, 2018 and consequently, no holders of Series E Units are entitled to reclassify their Series E Units to Series F Units on September 30, 2018.

Accordingly, all 4,000,000 Series E Units will remain issued and outstanding following September 30, 2018 and during the subsequent five year period commencing October 1, 2018, holders will be entitled to receive distributions, if, as and when declared by the Board of Trustees of Artis, in an annual amount per Series E Unit determined by multiplying the Annual Fixed Distribution Rate of 5.472% per annum by $25.00, payable quarterly on the last business day of each of March, June, September and December in each year during such period.

It will be recalled that AX.PR.E will reset at 5.472% effective October 1.

AX.PR.E is a FixedReset, 4.75%+330, that commenced trading 2013-3-31 after being announced 2013-3-12. It must be remembered that these are not actually preferred shares, as the term is usually used; they are preferred units and the distributions will be characterized in the same manner as distributions to the Capital units. The company publishes the characterization of the distributions on its website. Because of the company’s structure, conversion between the FixedReset and FloatingReset is probably (!) a taxable event; i.e., investors will take a capital gain or loss for tax purposes on conversion and reset the Adjusted Cost Base on their new position.

I recommended against conversion.

The Toronto-Dominion Bank has announced (on September 12):

that it will exercise its right to redeem all of its 5,481,853 outstanding Non-cumulative Class A First Preferred Shares, Series Y (the “Series Y Shares”) on October 31, 2018 at the price of $25.00 per Series Y Share, for an aggregate total of approximately $137 million.

TD also announced that it will exercise its right to redeem all of its 4,518,147 outstanding Non-cumulative Class A First Preferred Shares, Series Z (the “Series Z Shares”) on October 31, 2018 at the price of $25.00 per Series Z Share, for an aggregate total of approximately $113 million.

On August 30, 2018, TD announced that dividends of $ 0.22246875 per Series Y Share and $ 0.18293750 per Series Z Share had been declared. These will be the final dividends on the Series Y Shares and Series Z Shares, respectively, and will be paid in the usual manner on October 31, 2018 to shareholders of record on October 10, 2018, as previously announced. After October 31, 2018, the Series Y Shares and Series Z 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.

With the announcement of the redemption of the Series Y Shares and Series Z Shares, the right of any holder of Series Y Shares or Series Z Shares to convert such shares will cease and terminate.

Beneficial holders who are not directly the registered holder of Series Y Shares or Series Z 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, AST Trust Company (Canada), at 1-800-387-0825 (or in Toronto 416-682-3860).

TD.PR.Y was announced 2008-7-7 as a FixedReset, 5.10%+168, as the seventh FixedReset issue, and an extension was announced 2013-9-26. The issue reset at 3.5595%

Roughly 45% of the issue was converted to the FloatingReset, TD.PR.Z, in 2013, and the FloatingReset traded at a tiny premium over TD.PR.Y. It had an Implied Bill Rate of 2.01% on opening day, the lowest of five FixedReset/FloatingReset pairs at the time.

Both issues have been tracked by HIMIPref™. TD.PR.Y is currently included in the FixedReset (Bank Non-NVCC) subindex, while TD.PR.Z has been relegated to Scraps on volume concerns.

Bank of Montreal has announced:

it has closed its domestic public offering of Non-Cumulative 5-Year Rate Reset Class B Preferred Shares Series 44 (Non-Viability Contingent Capital (NVCC)) (the “Preferred Shares Series 44”). The offering was underwritten on a bought-deal basis by a syndicate of underwriters led by BMO Capital Markets. Bank of Montreal issued 16 million Preferred Shares Series 44 (which includes Preferred Shares Series 44 issued pursuant to the exercise in full of an underwriters’ option to acquire up to 4,000,000 Preferred Shares Series 44 as part of the offering) at a price of $25.00 per share to raise gross proceeds of $400 million.

The Preferred Shares Series 44 were issued under a prospectus supplement dated September 10, 2018, to the Bank’s short form base shelf prospectus dated May 23, 2018. Such shares will commence trading on the Toronto Stock Exchange today under the ticker symbol BMO.PR.E.

BMO.PR.E is a FixedReset, 4.85%+268, announced 2018-09-06. It will be tracked by HIMIPref™ and has been assigned to the FixedReset Discount subindex.

The issue traded 1,362,183 shares today in a range of 24.90-99 before closing at 24.98-00. Vital statistics are:

The new issue is quite expensive according to Implied Volatility Analysis:

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According to this analysis, the fair value of the new issue on September 17 is 24.15.

The ludicrously high figure of Implied Volatility is something I take to mean that the underlying assumption of the Black-Scholes model, that of no directionality of prices, is not accepted by the market; the market seems to be taking the view that since things seem rosy now, they will always be rosy and everything will trade near par in the future.

I balk at ascribing a 100% probability to the ‘all issues will be called, or at least exhibit price stability’ hypothesis. There may still be a few old geezers amongst the Assiduous Readers of this blog who can still (faintly) remember the Great Bear Market of 2014-16, in which quite a few similar assumptions made earlier turned out to be slightly inaccurate. The extra cushion implied by an Issue Reset Spread that is well over the market spread is worth something, even if nothing gets called.

Or, to put it another way, one can buy a whole lot of downside protection for very little extra money, relative to this issue. For instance, BMO.PR.D, FixedReset, 4.40%+317, is bid at 25.10 (theoretical fair value of 25.28, according to the above analysis, which ignores the interim dividend shortfall). You’re giving up about $0.10 p.a. in dividends until it resets 2022-8-25, sure, but you’re getting a significant amount of protection in the event of a market downturn, and more dividend afterwards if not called. Is it worth it? Well, that will depend a lot on your aversion to loss … I’m just saying that buying the same amount of protection costs more in most other series of FixedResets.

The Toronto-Dominion Bank new issue closed today without a formal announcement from the company.

TD.PF.K is a FixedReset, 4.75%+259, announced 2018-09-04. It has been assigned to the FixedReset-Discount subindex.

TD.PF.K traded 946,070 shares today in a range of 24.86-98 before settling at 24.92-93. Vital statistics are:

The new issue is quite expensive according to Implied Volatility Analysis:

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According to this analysis, the fair value of the new issue on September 13 is 24.12.

The ludicrously high figure of Implied Volatility is something I take to mean that the underlying assumption of the Black-Scholes model, that of no directionality of prices, is not accepted by the market; the market seems to be taking the view that since things seem rosy now, they will always be rosy and everything will trade near par in the future.

I balk at ascribing a 100% probability to the ‘all issues will be called, or at least exhibit price stability’ hypothesis. There may still be a few old geezers amongst the Assiduous Readers of this blog who can still (faintly) remember the Great Bear Market of 2014-16, in which quite a few similar assumptions made earlier turned out to be slightly inaccurate. The extra cushion implied by an Issue Reset Spread that is well over the market spread is worth something, even if nothing gets called.

Or, to put it another way, one can buy a whole lot of downside protection for very little extra money, relative to this issue. For instance, TD.PF.E, FixedReset, 3.70%+287, is bid at 24.71 (theoretical fair value of 24.84, according to the above analysis, which ignores the interim dividend shortfall). You’re giving up about $0.25 p.a. in dividends until it resets 2020-10-31, sure, but you’re getting a significant amount of protection in the event of a market downturn, and a bit more dividend afterwards. Is it worth it? Well, that will depend a lot on your aversion to loss … I’m just saying that buying the same amount of protection costs more in most other series of FixedResets.

The Brookfield Infrastructure new issue closed today without a formal announcement from the company.

BIP.PR.F is a FixedReset, 5.10%+292M510, announced 2018-09-05. It has been assigned to the FixedReset-Discount subindex.

There are two non-standard elements to this issue, as we can specify when examining the prospectus (see SEDAR, “Brookfield Infrastructure Partners L.P. Sep 5 2018 22:59:56 ET Prospectus (non pricing) supplement – English PDF 913 K”). I regret that the Canadian Securities Administrators have made direct links to this public document illegal.

First, distributions are not dividends: they are Return of Capital and (potentially fully taxable) other things:

For Canadian federal income tax purposes, holders of Series 11 Preferred Units and Series 12 Preferred Units will be allocated a portion of the taxable income of the Partnership based on their proportionate share of distributions received on their units. The allocation of taxable income to such holders may be less than the distributions received and this difference is commonly referred to as a tax deferred return of capital (i.e., returns that are initially non-taxable but which reduce the adjusted cost base of the holder’s units). See “Certain Canadian Federal Income Tax Considerations” for further details. The below table reflects certain information regarding the taxable income allocation for the 2013 through 2017 period, with all periods updated to reflect the three-for-two unit split that occurred during September 2016. As shown in the table below, the historical 5 year average per unit return of capital (i.e., excess of distributions over allocated taxable income) expressed as a percentage of the annual distributions in respect of units of the Partnership for the period 2013 through 2017 was approximately 45%. Management anticipates a 6 year average per unit return of capital percentage of 50% for the period 2018 through 2023; however, no assurance can be provided this will occur.

	2017	2016	2015	2014	2013
Total distribution	C$2.2320	C$2.0313	C$1.8511	C$1.4252	C$1.1922
Total taxable income	C$0.7661	C$1.0552	C$1.0228	C$1.4024	C$0.4638
Return of capital	C$1.4660	C$0.9761	C$0.8283	C$0.0228	C$0.7284
Income %	30.77%	51.62%	55.25%	98.40%	38.9%
Return of capital %	69.23%	48.38%	44.75%	1.60%	61.1%

Second, it is likely, although not certain, that conversion of this issue into a FloatingReset when the time comes may be a Deemed Disposition and therefore trigger a capital gain or loss:

The reclassification of a Series 11 Preferred Unit into a Series 12 Preferred Unit or a Series 12 Preferred Unit into a Series 11 Preferred Unit, whether pursuant to an election made by the Resident Holder or pursuant to an automatic reclassification, may be considered to be a disposition of the Series 11 Preferred Unit or Series 12 Preferred Unit by the Resident Holder. The CRA’s position is that the conversion of an interest in a partnership into another interest in the partnership may result in a disposition of the partnership interest by the holder if the conversion results in a significant change in the rights and obligations of the holder in respect of the converted interest, including a significant change in the percentage interest in the profits of the partnership. Whether or not the reclassification of Series 11 Preferred Units into Series 12 Preferred Units or Series 12 Preferred Units into Series 11 Preferred Units would result in a significant change in the percentage interest of a Resident Holder in the profits of the Partnership is a question of fact that depends upon the facts and circumstances that exist at the time of the reclassification.

BIP.PR.F traded 414,753 shares today in a range of 24.70-89 before settling at 24.88-89. Vital statistics are:

The new issue is extremely expensive according to Implied Volatility Analysis:

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According to this analysis, the fair value of the new issue on September 12 is 23.30, but note that it appears that the issue would be closer to the regression line if Implied Volatility was permitted to exceed the arbitrary limit of 40%. It is the level of Implied Volatility that is the real problem with this issue, not the distance to the fitted line.

The ludicrously high figure of Implied Volatility is something I take to mean that the underlying assumption of the Black-Scholes model, that of no directionality of prices, is not accepted by the market; the market seems to be taking the view that since things seem rosy now, they will always be rosy and everything will trade near par in the future.

I balk at ascribing a 100% probability to the ‘all issues will be called, or at least exhibit price stability’ hypothesis. There may still be a few old geezers amongst the Assiduous Readers of this blog who can still (faintly) remember the Great Bear Market of 2014-16, in which quite a few similar assumptions made earlier turned out to be slightly inaccurate. The extra cushion implied by an Issue Reset Spread that is well over the market spread is worth something, even if nothing gets called.

Part of the problem may be that all but one of the BIP FixedReset series have minimum reset guarantees. There are many naifs out there (many of them stockbrokers; many others egged on by their stockbrokers) who consider this to be an effective guarantee that the issues will always trade near par. They have evidently forgotten that spread widening is a very common cause of price declines.

Or, to put it another way, one can buy a whole lot of downside protection for very little extra money, relative to this issue. For instance, BIP.PR.D, FixedReset, 5.00%+378M500, ROC + Interest, is bid at 25.01 (theoretical fair value of 25.25, according to the above analysis, which ignores the interim dividend shortfall). You’re giving up about $0.025 p.a. in dividends until it resets 2022-03-31, sure, but that’s hardly a big deal and you’re getting a significant amount of protection in the event of a market downturn, and a bit more dividend afterwards. Is it worth it? Well, that will depend a lot on your aversion to loss … I’m just saying that buying the same amount of protection costs more in most other series of FixedResets.

It will be recalled that BCE.PR.Q will reset at 4.812% effective September 30.

BCE.PR.Q is a FixedReset that came into being through an Exchange from BAF.PR.E which in turn commenced trading 2013-2-14 as a FixedReset, 4.25%+264, after being announced 2013-1-30.

The most logical way to analyze the question of whether or not to convert is through the theory of Preferred Pairs, for which a calculator is available. Briefly, a Strong Pair is defined as a pair of securities that can be interconverted in the future (e.g., BCE.PR.Q and the FloatingReset that will exist if enough holders convert). Since they will be interconvertible on this future date, it may be assumed that they will be priced identically on this date (if they aren’t then holders will simply convert en masse to the higher-priced issue). And since they will be priced identically on a given date in the future, any current difference in price must be offset by expectations of an equal and opposite value of dividends to be received in the interim. And since the dividend rate on one element of the pair is both fixed and known, the implied average rate of the other, floating rate, instrument can be determined. Finally, we say, we may compare these average rates and take a view regarding the actual future course of that rate relative to the implied rate, which will provide us with guidance on which element of the pair is likely to outperform the other until the next interconversion date, at which time the process will be repeated.

We can show the break-even rates for each FixedReset / FloatingReset Strong Pair graphically by plotting the implied average 3-month bill rate against the next Exchange Date (which is the date to which the average will be calculated).

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The market appears to be relatively uninterested in floating rate product; most of the implied rates until the next interconversion are scattered around the current 3-month bill rate although the averages for investment-grade and junk issues are have diverged slightly, at +1.73% and +1.46%, respectively – pretty close to the market rate. Whatever might be the result of the next few Bank of Canada overnight rate decisions, I suggest that it is unlikely that the average rate over the next five years will be lower than current – but if you disagree, of course, you may interpret the data any way you like.

Since credit quality of each element of the pair is equal to the other element, it should not make any difference whether the pair examined is investment-grade or junk, although we might expect greater variation of implied rates between junk issues on grounds of lower liquidity, and this is just what we see.

If we plug in the current bid price of the BCE.PR.Q FixedReset, we may construct the following table showing consistent prices for its soon-may-be-issued FloatingReset counterpart given a variety of Implied Breakeven yields consistent with issues currently trading:

Based on current market conditions, I suggest that the FloatingResets that will result from conversion are likely to be cheap and trading below the price of their FixedReset counterparts. Therefore, I recommend that holders of BCE.PR.Q continue to hold the issue and not to convert.

If you do wish to convert, note that the deadline for notifying the company is 5:00 p.m. (Montréal/Toronto time) on September 14, 2018. Brokerages and other intermediaries will normally set their internal deadlines a few days prior to this, so if you want to convert don’t waste any time! Such intermediaries may accept instructions after their internal deadline (but prior to the company deadline, of course) if you grovel in a sufficiently entertaining fashion, but this will only be done on a ‘best efforts’ basis.

I will note that once the FloatingResets commence trading (if, in fact, they do) it may be a good trade to swap the FixedReset for the FloatingReset in the market once both elements of each pair are trading and you can – presumably, according to this analysis – do it with a reasonably good take-out in price, rather than doing it through the company on a 1:1 basis. But that, of course, will depend on the prices at that time and your forecast for the path of policy rates over the next five years. There are no guarantees – my recommendation is based on the assumption that current market conditions with respect to the pairs will continue until the FloatingResets commence trading and that the relative pricing of the two new pairs will reflect these conditions.