As we all know, YLO.PR.A is convertible at the option of the company into common commencing March 31. We also know that YLO.PR.B is similarly convertible (with a premium) commencing June 30.
But Assiduous Reader JY tells me:
The other bigger issue is that it appears to us that they cannot convert the preferred series 1 to either common or a similar financial instrument (IR’s words and as of a few weeks ago this was still on the table according to [redacted]). The roadblock is that they have to pay at least the one dividend on the preferred A’s either in cash or shares. The issue then becomes since the preferreds are pari-pasu or equal then pay one, you have to pay all 4 series. As you are probably aware they have to do this before the end of the year. The one possible way out is if they can somehow say that the dividend is not a dividend but additional shares. Our feeling is that is a bit of a stretch but given how this situation has gone; perhaps a sharp lawyer can get them around this.
So the idea is: the conversion value of the preferreds includes accrued but unpaid dividends; therefore, conversion of YLO.PR.A will involve giving value for the accrued but unpaid dividends; therefore, they won’t be able to convert YLO.PR.A or YLO.PR.B without bringing the dividends on YLO.PR.C and YLO.PR.D up to date.
However, there’s a section in the 2009-9-15 prospectus for YLO.PR.D (and probably the others as well – I didn’t check) that states:
Unless all accrued and unpaid dividends on outstanding Series 3 Preferred Shares and Series 4 Preferred Shares and all accrued and unpaid dividends on all other outstanding shares ranking senior to or on parity with the Series 3 Preferred Shares and Series 4 Preferred Shares have been declared and paid or set apart for payment, YPG Holdings will not, without the approval of the holders of outstanding Series 3 Preferred Shares and Series 4 Preferred Shares, in each case voting as a series: … declare, pay or set apart for payment any dividends on any of its shares ranking as to dividends on parity with or junior to the Series 3 Preferred Shares or Series 4 Preferred Shares, as applicable (other than stock dividends payable in shares of YPG Holdings ranking as to dividends and capital junior to the Series 3 Preferred Shares or Series 4 Preferred Shares, as applicable);
So … given that there’s an exemption available for “stock dividends”, which is not a defined term, could YLO claim that paying the conversion price in common shares make the dividend count as a stock dividend, which will not trigger mandatory payment of the other outstanding dividends? I will leave that one for the lawyers.
The YLO preferreds (YLO.PR.A, YLO.PR.B, YLO.PR.C & YLO.PR.D) were last mentioned on PrefBlog when S&P downgraded them to C. All the issues are tracked by HIMIPref™ but are relegated to the Scraps index on credit concerns.