Category: Primers

This seems to be a hot topic recently, with recent negative returns being explained in various ways:

The problem with Canadian real return bonds is that they, for the most part, mature in 10 to 20 years or more. When inflation is strong and interest rates are rising, investors hate the idea of locking in money for that length of time.

Note that the chart at the top of this article shows the Price Return, not the Total Return, an editorial decision I consider dubious.

But with respect to the quoted text, let’s just say that I’m not entirely satisfied with that explanation, so after I received a query …:

Why is it that RRBs are going down in value right now even though the last few months have seen unexpected inflation (unexpected at the time of the bond’s purchase, i.e. not priced into long term bond yields at the time). I thought that this was the environment that RRBs were supposed to do well in?

… I resolved to provide a more useful answer:

The situation with RRBs is interesting, but it isn’t as bad as you might think. We can compare – cautiously! – the funds:
ZRR : LINK
ZFL : LINK

The former is a Real Return Bond fund (based on the universe of RRBs) and the latter a long-term federal bond fund (based on the long-term Canada index). It would be nice if there was a fund restricted to long-term RRBs, but there isn’t (as far as I know) and ZRR has an average term of 17.87 years (compared to ZFL’s 25.83) so the comparison, while not perfect, isn’t too bad.

ZFL has a 1-year return of -6.97%, compared to -0.95% for ZRR, which is a very dramatic difference! This is because the inflation-adjusted principal value of RRBs has increased dramatically over the past year, due to inflation experienced, despite the lag of three months in incorporating new data.

The question of why ZRR has a negative return at all is interesting. If we look at yield statistics from the Bank of Canada ( LINK ), we see that the yield on Long-term (nominal) Canadas is 2.61%, while the Real Return on long-term RRBs is 0.74%. This implies that the “Break-Even Inflation Rate” (BEIR) is only about 1.9%, which may be considered surprising.

This is the average annual inflation rate over the entire remaining term of the bonds that will result in the two types of bond having the same total return. If the actual inflation rate over the period is higher, RRBs will have done better; if lower, then nominals will have outperformed. So one can choose which type of bond to buy based on one’s prediction of Canadian inflation over the long-term.

The fact that the BEIR is still actually below the 2% midpoint of the BoC inflation target implies that the market believes the current bout of inflation is temporary. If the market believed that future inflation was going to average, say, 4% over the long term, then the current 0.74% real rate would imply a yield of 4.74% on comparable nominals, more than 2% over current levels, which would be a price change of somewhere near -30% for the nominals, a crushing (nominal) bond market crash.

So part of the answer to your question is that inflation expectations are ‘well-anchored’; people believe that in the relatively near future things will get back to normal, whatever that means.

The other part of the answer is that real yields have been climbing for the past year (see the chart at the top of LINK ; the blue line is the long-term real yield. COVID took the long-term real yield negative, a ridiculous and completely unsustainable state of affairs; real yields have gone from -0.25% around the end of 2020 to +0.74% today; a change of about 1% in yield that implies a price change of around -15% in price.

In other words, bonds in general are doing poorly today because they did so well in the early stages of the pandemic and became – as we can tell with hindsight – grossly overpriced.

How high can real yields go? The current level of +0.74% for a long bond looks awfully skimpy to me. It’s within its range of the past 10 years, but the past 10 years have been affected by aftershocks from the Credit Crunch of 2007-09, as well as what some people think are permanent structural changes due to the aging of baby boomers, fewer kids and reduced needs for capital investment in new factories to make things. You can play with the slider on the graph at LINK and extend the chart’s origin to 2000, when real yields were in excess of 3% and the BEIR was about 2.5%. Pay yer money and take yer chances!

Tim Kiladze in the Globe introduces us to the concept of ‘inverted markets’:

As high-frequency trading and electronic trading grew, stock exchanges started experimenting with a new model that paid high-frequency traders (HFTs) to post orders on their marketplaces. Known as the “maker-taker” pricing model, traders who removed liquidity, or executed an order and removed it from the marketplace, had to pay a “taker” fee; traders who posted that order got a “maker” rebate.

That’s still the dominant model for Toronto Stock Exchange-listed stocks, but there is incredible growth of a new system, known as an inverted market. It works in the exact opposite fashion. People who execute orders and remove them from the marketplace are given a rebate, while people who post orders have to pay to do so.

The rationale: sometimes there is a plethora of orders sitting around, with 20 different investors looking to unload the same stock at the same price. Of that 20, there may be one who needs to get the sale done immediately, so he or she will be willing to pay a small fee to jump to the front of the line. That’s why inverted markets are also known as “first look” markets.

The number of investors using these orders is growing fast. In January, 2015, inverted markets made up 9 per cent of trading volumes for TSX-listed securities. Now they make up 15 per cent of all trades, according to ITG Canada.

I find the explanation a bit clumsy: the third paragraph implies that a trader can jump the queue in a time-priority stack of orders by paying a fee, which is not the case. The actual reasoning is fairly involved and comes from an Aequitas diatribe titled NOT ALL SPEED BUMP MARKETS ARE CREATED EQUAL:

OPR [Order Protection Rule] has provided a perfect eco-system for those seeking to carry out predatory trading strategies.

An example of such an OPR-enabled predatory trading strategy would be as follows:
1. Place small orders across multiple marketplaces using the speed advantage to set the National Best Bid and Offer (“NBBO”), knowing everyone else will be forced (because of OPR) to trade with these orders first;
2. Use computer algorithms to identify trades from institutional investors or large retail orders, i.e. long-term investors (“LTIs”) that frequently break up orders to reduce market impact;
3. When an LTI order trades with one of these small orders, leverage the speed advantage to receive the information about this trade before the rest of the market;
4. Use this information, and the knowledge that the LTI order will next try to trade orders on other marketplaces (because of OPR), to technologically front-run that incoming LTI order, fade displayed quotes and ultimately trade with the incoming LTI order at a less favourable price to the investor.

…
To understand the impact of inverted markets it is important to ask the following question: who posts orders on a marketplace where they have to pay a fee?
• It is not the cost sensitive retail dealer. Retail dealers will, however, be takers of liquidity on inverted fee model marketplaces because they will have the opportunity to receive a rebate to do so, which they cannot obtain on make/take marketplaces.
• It is typically HFTs that are prepared to pay a fee to post orders for the benefit of interacting with retail flow.

…
There is nothing wrong with any of this as long as the retail dealer can demonstrate best execution.

However, when we take OPR into consideration, we come to the following conclusions:
• It is not retail orders that are being protected on inverted fee model marketplaces but orders from HFTs and other technologically sophisticated intermediaries, which were not the intended beneficiaries of OPR protection.
• With OPR, all trades are required to go to the marketplace with the best prices first (regardless of size), this makes inverted fee model marketplaces the perfect place for predatory traders to post small orders to get the first look at any type of flow and then deploy the type of strategy discussed above.

Incidentally, the Aequitas paper argues in favour of their product being a ‘protected’ market, i.e., subject to the OPR.:

We believe it is possible to build a marketplace where all industry stakeholders can co-exist and flourish. The NEO BookTM was specifically designed to promote and protect liquidity formation to the benefit of all liquidity seeking investors. We believe in fair access and that all liquidity providers should be able to compete on equal terms, regardless if they are HFT firms or institutional or retail investors.

This would no longer be the case if the NEO BookTM were to become an unprotected market, for two reasons:
1. Institutional investors will be at a competitive disadvantage compared to proprietary HFT firms who are in complete control of which market they access, and have the ability to quickly post and cancel their orders on an unprotected displayed marketplace. On the other hand, dealers that trade on behalf of their clients will be hesitant to post client orders on such markets where they are not price-protected and could get traded through. This is due to the lack of a well-defined best execution regime that demonstrably takes into account, monitors and enforces all elements of execution quality.

I have no sympathy whatsoever for this position.

Institutional investors can also be in complete control of which market they access, provided they perform the highly unusual step of thinking about what they are doing. Institutional investors charge their clients fat fees for their expertise, so let’s not spend too much time wailing over their lack thereof.

The second point is entirely dependent upon regulatory vagueness. The solution for regulatory vagueness is regulatory precision, not increasing the complexity of rules and exceptions that have the objective of counterbalancing this incompetence.

However, all this is leading up to a wonderful SEC memorandum on the topic of Maker-Taker Fees on Equities Exchanges:

The purpose of this memorandum is to facilitate an objective assessment of maker-taker fees in the U.S. equity markets by outlining the development of the maker-taker fee model in the U.S. and summarizing the current public debate about its impact on equity market structure. The memorandum will present both the asserted advantages and disadvantages of maker-taker fee structures. Though less frequently the focus of contemporary debate, it is important to note the asserted advantages of the maker-taker fee model. Specifically, some believe the maker-taker model is an important competitive tool for exchanges and directly or indirectly can provide better prices for retail investors. On the other hand, some believe it may exacerbate conflicts of interest between brokers and their customers, contribute to market fragmentation and market complexity through the proliferation of new exchange order types, and undermine price transparency.

I found the discussion of the NASDAQ experiment fascinating:

To test the premise that high access fees may discourage the use of markets that publicly display their posted best bid and offer (“lit markets”), NASDAQ conducted an access fee experiment in which it significantly lowered access fees and rebates in 14 stocks for transactions effected on the NASDAQ Stock Market over a four month period. The NASDAQ Pilot began on February 2, 2015, and lowered the access fee to remove liquidity from $0.003 to $0.0005 and reduced the credit to display liquidity to $0.0004 (such credits otherwise ranged from $0.0015 to $0.00305). NASDAQ’s stated intent in conducting the pilot was to test assertions that high access fees discourage the use of public markets and to generate “much-needed data about the impact of access fees on the level of off-exchange trading and, potentially, on price discovery, trading costs, displayed liquidity and execution quality as well.” NASDAQ provided data and prepared reports of the effects of the pilot that analyzed trading in the 14 stocks compared to a set of similar non-pilot control stocks. With respect to market share, NASDAQ expected offsetting effects, where the lower taker fee would be expected to increase market share and the lower rebate would reduce market share. In the first month of its pilot, NASDAQ observed a 2.9% decrease in market share in the 14 stocks compared to a 0.9% decrease in the control stocks. With respect to displayed liquidity, NASDAQ observed an expected decrease in response to the lower rebate incentive to display on NASDAQ. For example, NASDAQ’s time at the NBBO in the 14 stocks declined 4.9% compared to 0.3% for the control group. NASDAQ’s data thus showed statistically significant effects resulting from significant reductions in the access fees to take liquidity and related credits to post liquidity on NASDAQ in the 14 pilot stocks.

And the effect of maker-taker fees on retail market orders is also discussed:

Another important potential benefit of maker-taker fee structures is that they artificially narrow displayed spreads because the liquidity rebate effectively subsidizes the posting of liquidity. Broker-dealers that today execute virtually all retail marketable order flow off-exchange either match or improve upon the best price displayed on exchanges. Thus, to the extent displayed prices are artificially aggressive, this inures to the benefit of retail investors in the form of improved execution prices.

And in a discussion of the effects of maker-taker on best-execution requirements, inverted markets get a good mention:

For marketable orders, a broker may have an incentive to route to a trading venue that charges low access fees, or so-called “inverted” markets, offering rebates to take liquidity. However, venues with low taker fees (or that pay rebates to takers) generally have lower maker rebates (or impose fees on makers), and as a consequence, all else being equal, such markets would be less attractive to traditional liquidity providers compared to markets that pay a more attractive rebate to post liquidity for a given execution probability and therefore may have less posted liquidity available at the best price. These markets’ pricing structures also may attract sophisticated market participants that are willing to post liquidity on relatively unfavorable terms for the chance that such markets’ high position on taker routing tables will allow traders to interact with the first tranche of a large market order, thus allowing the traders to detect the earliest signs of a potential price move and quickly adjust their quoting or trading strategies on other markets. Accordingly, when a broker routes marketable customer order flow to a low taker fee (or inverted) venue, there is a risk that it actually may impair the execution quality of the customer’s order, particularly for larger institutional orders, if there is a potential for market-moving information leakage.

Again, I have no sympathy for such arguments whatsoever. If an institution is trading stupidly then they – and their clients – will have to pay for their stupidity.

And market complexity is discussed:

Some have suggested that to compete with non-exchange markets, as well as other exchanges, exchanges are motivated to offer the highest rebate to attract liquidity. To fund these rebates, exchanges must charge artificially high taker fees that may approach the access fee cap of $.003 per share. According to this view, within the maker-taker fee structure, where the difference between the highest rebate and highest taker fee approaches $0.006, exchange net trading fee revenues – the difference between taker fee revenues and maker rebate expenses – is generally less than one-tenth that range, between $0.0005 and $0.001 per share. Within this narrow range of net revenues, however, exchanges compete aggressively. The pressure to establish novel and competitive pricing often leads exchanges to modify their pricing frequently, typically on a calendar-month basis, which may add uncertainty and complexity to the marketplace as market participants must regularly update their routing tables to accommodate these frequent pricing changes.

Oh, routing tables must be updated? Trading strategies must be thought through to account for novel and competitive pricing? Well, Boo-Hoo-Hoo. If you’re a big enough trader for this to matter to returns, you’re big enough to think about it. This argument is merely illustrative that the controversy is artificial; it’s merely a means for the entitled private-school crowd to maintain their fat margins without having to compete against the hoi-polloi, who set up shop with not much more than a computer and a brain.

The SEC has announced that it:

voted to issue an advanced notice of proposed rulemaking (ANPR) for new requirements for transfer agents, together with a concept release requesting public comment on the Commission’s broader review of transfer agent regulation.

The ANPR and concept release provide a summary of the history of the national clearance and settlement system, the role of transfer agents within that system, and the origins and current status of the Commission’s transfer agent rules.

The Commission also identifies in the ANPR certain areas in which it intends to propose specific rules or rule amendments, including registration and annual reporting requirements, safeguarding of funds and securities, antifraud requirements in connection with the issuance and transfer of restricted securities, and cybersecurity and information technology, among others.

The concept release seeks comment on a broader range of issues to help inform the Commission’s consideration of additional rulemaking. These include the processing of book entry securities, bank and broker-dealer recordkeeping for beneficial owners, administration of issuer plans, outsourcing and the role of transfer agents to mutual funds and crowdfunding.

The proposals themselves are not really very interesting – although I’m sure various specialists will be fascinated! – but I’m highlighting this because the Request for Comments: Release No. 34-76743; File No. S7-27-15 contains a short history of transfer agents in the US including a section on something that has long fascinated me: the Paperwork Crisis of the 1960s:

As trading volume increased throughout the 1960s and early 1970s, the burdensome manual process associated with transferring certificated securities created what came to be known as the Paperwork Crisis. It was, at the time, “the most prolonged and severe crisis in the securities industry”41 since the Great Depression and to this day is one of the largest challenges the U.S. securities markets have faced. The manual settlement processes for certificated securities could not keep up with increasing trading volumes, deliveries to customers of both cash and securities were frequently late, and stock certificates were lost in the rising tide of paper. The substandard performance of transfer agents was “a significant contributing factor” to the Paperwork Crisis.
42 At times during 1967 and 1968, the New York Stock Exchange (“NYSE”) closed early on some days and during a substantial portion of 1968 closed entirely on Wednesdays to attempt to allow the brokerages and other firms to keep up with the volume.43

In the immediate aftermath of the Paperwork Crisis, more than 100 broker-dealers went bankrupt or were acquired by other firms and “[t]he inability of the securities industry to deal with its serious operational problems . . . contributed greatly to the loss of investor confidence in the efficiency and safety of [the U.S.] capital markets.”44 However, other consequences of the Paperwork Crisis were deeper and longer lasting. As discussed below, over the next years and decades, Congress, federal and state regulators, and industry participants, including brokers, dealers, banks, and securities exchanges, worked together to drastically reshape critical operational aspects of the securities industry, ultimately leading to major revisions to both federal and state securities laws, and the advent of the modern national market system and National C&S System as they exist today.

This is way out of date, but I ran across it and thought I’d pass it along anyway.

The following is from the Alberta Energy & Utilities Board Decision 2006-100, regarding Atco Utilities [AU]:

AU submitted that its preferred shares have ensured that its customers have enjoyed the benefits of the lowest cost financing on the most flexible terms available in the Canadian financial market because AU’s existing preferred shares provide support to its credit rating.
…
The Board notes that AU provided an analysis indicating that replacing preferred shares with debt would provide initial savings but the cumulative savings would become negative within four years due to the cumulative higher costs of new debt issued each year.
…
The Board notes that the approach used by both AU and CG to determine the cost effectiveness of preferred shares is dependent on AU’s specific debt requirement needs, with a focus on the next four to six years. However, all debt would eventually be refinanced and accordingly would be affected by any lower credit rating. In the Board’s view, the cost effectiveness of using preferred shares should be evaluated on a more generic basis that considers the long-run steady state impacts and that is not dependent on the particular immediate borrowing needs of AU. This can best be accomplished by comparing the total yearly cost of non-common equity financing with and without preferred shares at current market rates for debt and preferred shares. In this context “current” refers to the most current market figures available on the record of this proceeding.

AU’s updated evidence indicated that preferred shares had a current market cost of 4.60% and that AU’s income tax rate was currently 31.37%. This translates to a pre-tax cost of (4.60/ (1-0.3137)) 6.70%. AU’s updated evidence indicated that the current market cost for long-term debt was 5.75%. As a result, preferred shares were estimated to have a current market cost that was 95 basis points higher than the current market cost of debt, at the time of that estimate.

The ATCO Utilities proposed a preferred equity ratio of 6% and a debt ratio that approximates 57% across the four ATCO Utilities, which would then approximate 63% if the preferred shares were replaced with debt. In these proportions, the debt portion of capital is approximately 10 times larger than the preferred equity portion of capital. On this basis, the Board calculates that if the debt costs were to rise by any more than approximately 10 ( i.e. 95/10) basis points, due to the replacement of preferred shares with debt, then the added cost of the (then) approximately 63% debt component would outweigh the approximate 95 basis points savings on the current 6% preferred share component. The Board notes that, in keeping with its steady-state approach, this calculation assumes that the added cost would apply to both existing and new debt.

AU’s expert, Mr. Neysmith indicated that replacing AU’s preferred shares with debt would lead to a debt credit rating downgrade of at least one to two notches. AU estimated that this would increase its debt interest costs by 30 to 60 basis points. AU also provided a letter from a financial market advisor, Mr. Engen, which indicated that AU’s interest costs would rise by 5 to 10 basis points if the market viewed CU’s regulatory environment to be largely unchanged and 20 to 40 basis points if the market viewed CU’s regulatory environment as having worsened because of the Board’s decision to remove the preferred shares. Both of these estimates were based on current market conditions. Mr. Engen indicated that in a less attractive spread environment, the differential could be expected to widen.
…
It is not clear how many basis points would be added to AU’s debt costs if preferred shares were replaced with debt. However, the Board accepts that directionally it should expect some increase in debt costs in such a scenario. The Board accepts AU’s submission that the debt cost impact would vary depending on market conditions. In the Board’s view, a 10 basis points or greater increase in debt costs for AU resulting from the discontinuance of the use of preferred shares in AU’s capital structure would be sufficient to demonstrate the continued cost effectiveness of employing preferred shares. The Board considers the evidence provided by AU and its experts persuasive that the discontinuance of the use of preferred shares could be expected in the present market conditions to increase AU’s debt costs by approximately 10 basis points. The Board also notes that AU’s evidence indicated that the impact could be as high as 60 basis points. Therefore the Board finds that the continued use of preferred shares is cost effective at this time.
…
Under cross-examination by Board Counsel, AU indicated the optimum amount of preferred shares had been estimated by AU to be within a range of 5% to 10%.

It should be noted that the Alberta Utilities Commission sets Return-on-Equity allowances for the utilities it regulates based on common equity:

In addition, in Decision 2009-216, 2009 Generic Cost of Capital, issued today, the AUC set a new return-on-equity (ROE) level of nine per cent for all the utilities for 2009 and 2010, and established moderately higher individual equity ratios for each of the firms. The changes were in part to address pressures stemming from the global credit crunch.

The changes apply to all regulated utilities in Alberta serving the electricity and natural gas sectors. These include distribution and transmission providers. The uniform, or generic, ROE is applied to the portion of a utility’s rate base financed by common equity to determine the utility’s return on equity capital.

Well, the primer on plain vanilla Credit Default Swaps is getting a little messy, so here’s a dedicate post to recovery locks.

There was a good discussion in the Derivatives chapter of the BIS Quarterly Review of June 2006:

Under certain circumstances, a shortage of deliverable debt can drive up the price of such paper beyond the level that might otherwise be justified by the expected size of repayment. In the case of Delphi, the settlement price of 63.5% (and an average CDS recovery price of 53.5%) was considerably higher than the settlement prices of other firms from the same sector or than rating agencies’ estimates of the ultimate recovery rates on Delphi’s debt.

The Delphi auction underlined the importance of recovery risk for pricing CDSs. Several products have emerged that permit investors to trade this risk separately from default risk (see box). The prices of such products could provide a benchmark against which deliverables could be priced following a credit event, perhaps leading to a more efficient settlement process.
…
Fixed recovery CDSs In a standard CDS contract, the protection seller is exposed to recovery rate risk upon default of the reference entity in the contract. A fixed recovery CDS eliminates the uncertainty on the recovery rate by fixing a specific recovery value for the CDS contract. In the event of the reference entity’s default, the protection seller makes a cash settlement equal to 100 minus the contract’s fixed recovery rate. If the fixed recovery rate is set to zero, the instrument is referred to as a zero recovery CDS.

Recovery locks

A recovery lock is a forward contract that fixes the recovery rate irrespective of what the secondary market price for the bond is. A recovery lock is documented as a single trade.
Recovery swaps or digital default swaps. In practice, a recovery lock can be structured using two separate trades: a fixed recovery CDS and a plain vanilla CDS. For example, the purchase of a recovery lock at 44% can be seen as two separate transactions, the first one selling protection on a standard CDS, and the second one buying protection through a fixed recovery CDS on the same reference entity at 44%. If the CDS spreads for both transactions happen to be identical, then the premium payments on the transactions will net to zero. If the reference entity defaults, the recovery buyer will take delivery of the defaulted debt and pay 44% of the face value of the bond to the counterparty in the transaction. If the premium payments are not identical for the two transactions, the notional amount for which the recovery is purchased can be adjusted to ensure that there are no interim cash flows in the absence of the reference entity’s default. The paired transaction described here is referred to as a recovery swap or digital default swap. A recovery swap, unlike a recovery lock, is documented as two separate trades.

It wasn’t just Delphi that highlighted the issue, there was a problem with Dana:

Dana Corporation filed for bankruptcy on March 3, 2006. The auto parts maker had about $2 billion in bonds outstanding. However, there was more than $20 billion of CDS outstanding in notional amount referencing the company. This ignited some concerns about a possibility of a short squeeze, as most single-name CDS contracts require physical settlement (i.e., delivery of a bond). Indeed, prices of Dana bonds started to climb from the low 60s reached in late February, one week before the filing (see the chart below). The bond prices soared above 80 on days leading up to the ISDA-led CDS index auction on March 31.

A template contract is available from ISDA.

There was a report dated August 14, however, that the recovery lock market is very thin:

In their latest research report, Bank of America analysts say there are many risks involved in the recovery lock market. They maintain they are not suitable for all investors. Particularly, recovery locks are a relatively new and untested market. They also say recovery locks have significantly less liquidity than regular CDS, such as a smaller size, wider bid-offer premium and fewer dealers making markets. Since recovery locks trade on reference entities that have suffered significant spead widening over the past year, it indicates a greater degree of protection buying and potential for a one-way market, they say. Recovery locks may also be more difficult and more expensive to roll than regular CDS. Also, they say it may be harder to monetize profits in a recovery lock relative to CDS.

This is a problem with all structured products. Typically, you buy (or sell) a structured product because there’s nothing else available that does precisely what you want. Trouble is, this becomes a much more specialized market by definition, and the market will be thin – sometimes very thin indeed. This doesn’t necessarily make the product a bad one, but remember Rule #1: Never invest in anything you’re not prepared to hold forever.

Update, 2008-9-9: An interesting nuance has arisen as a result of the Fannie/Freddie Fiasco: the structured preferred share issue RPB.PR.A has a recovery lock of 40% on its GSE exposure … which might be triggered even though actual recovery will be close to, if not equal to, 100%

Very simple.

Given that the yield is “r” per period and that the first payment is received exactly one period hence:

Macaulay Duration = (1+r) / r

Modified Duration = 1 / r

And here’s the proof (TIF file).

Note that, strictly speaking, these are the durations of a perpetual annuity; the assumption of perpetuity gets shakier as redemption becomes more likely.

On an old thread regarding RY.PR.K, Assiduous Reader Kaitas21 asked:

Hi Hymas,

I wonder if you could shed some light on the RY.PR.K or even the recent Brookfield Asset Management 5.00% Cumulative, Convertible Class A Preference Shares, Series 21. Both issues have the conversion privilege to convert the prefs into their underlying common shares at the discretion of the issuer AND the holder. But if the holder exercises his/her conversion rights, the issuer can decide not to give the shares and redeem them into cash. So it seems that this type of prefs are linked to the common shares. How does this affect the price of the pref ? RY.PR.K is trading above par and it’s IPO coupon is 4.72%.

thanks again!

Note that this is a question of great pith and moment because the mechanism of retraction is common among retractibles; it should be noted that RY.PR.K has been called for redemption.

On the PrefInfo Help Page, I note:

A Retraction is an option available to the shareholder, whereby the shareholder may force the issuer to purchase (or to find an alternate third-party to purchase) his shares at the indicated price. It should be noted that Hymas Investment Management is not aware of any retraction privileges which do not have accompanying Redemption options that are exercisable prior to the eligibility period for the Retraction at a price lower than that specified or implied by the Retraction – so it is most conservative to assume that such a Redemption Option will be exercised immediately prior to the first Retraction date.

It should also be noted that many Retraction options specify that the shareholder will not receive cash, but will receive common shares at a price of 95% that of market, to a total value equal to the par value of the preferred shares retracted. Allowing 1% of this total value for commissions and differences between the calculated market value and the price that the shareholder might actually recieve when selling these shares results in, for instance, a $26.04 = ($25.00 / 0.96) presumed retraction price on a share with a par value of $25 on which common is received at 95% of market and presumed to be sold immediately.

The stipulation that in the case of conversion into shares the shares are priced at 95% of the then current market price means that the prefs are not, in fact, linked all that closely with the common. In the case of a $25 preferred share being converted to shares, if the computation of 95% of the market price is $25, the holder will receive one common for each preferred. If the computation results in a figure of $100, the holder will receive one common for every four preferreds. In any event, assuming a steady market, the holder is receiving common at a rate of:

Market Value of Common Received = (Par Value of Preferred) / 0.95

or, for a $25 preferred, $26.32.

When entering figures into the HIMIPref™ database, I actually use a divisor of 0.96, resulting in a figure of $26.04, to account for commissions and differences between the computed market price and the price that the holder might actually sell it at. Note that this is an approximation! It is entirely possible that the market value of the common could plunge in the period between the computation and the first chance the holder has to sell the stock. The process is not a risk-free conversion.

One other nuance to be noted is that the minimum conversion price is usually set to $2, implying that the maximum number of common shares receivable for each preferred is 12.5. This protects the common equity holders from extreme dilution in the event that, for instance, the price of the common goes to $0.01 which, in the absence of a minimum, would result in preferred shareholders would get 2,500 common shares per preferred.

If there is no minimum price, the conversion feature is referred to as a death spiral conversion provision:

Company completed a convertible debt financing containing terms that are commonly referred to in the investment community as “death spiral” conversion provisions. In financings such as these, any drop in the Company’s stock price has the potential to create a negative feedback loop of massive dilution, occurring when a company uses its shares (valued at a 10% discount to market) to pay principal and interest on the debt, which dilution in turn could drive further steep drops in the Company’s stock price, which market decline could in turn lead to even greater dilution upon the next payment of principal and interest using company stock, and so on.

The chances of, say, Royal Bank’s common price going below $2 and thus resulting in a potentially massive short-changing of the preferred shareholders are very slim. However, this provision has been very important in the conversion of IQW.PR.C in which the $2 stated minimum price is used, rather than the market price of somewhere around $0.20. It may not happen often, but it does happen … and IQW.PR.C holders are getting about 13 shares (since the conversion amount includes about $1 in unpaid dividends), worth about $2.60, for their $25.00 retractibles. That’s one of the risks!

All in all … if the company is healthy and has a double-digit share price, you can assume for analytical purposes that the company will elect to pay out $25.00 cash rather than $26.00 in shares. There are risks, but they’re relatively minor.

If the company is not healthy and does not have a double-digit share price … well, then, the retractible preferred are a speculation with their equity characteristics overwhelming the fixed-income characteristics.