KBC Bank of Belgium Buys Back Preferreds at 70% of Face

September 22nd, 2009

KBC Bank has announced:

tender offers in certain countries in Europe and, in respect of one security, in the United States of America to repurchase four series of outstanding hybrid Tier-1 securities with a total nominal value of approximately €1.6 billion. The securities will be purchased at 70% of their face value.

By doing so under current market conditions, KBC Bank offers bondholders an opportunity to exit by paying a premium above the market price. At the same time, KBC Bank will generate a value gain when buying back at a discounted price compared to the nominal value of the securities, which further enhances the quality of its core capital position. If all outstanding securities would be bought back, the after tax value gain would be approx. 0.2 billion euros while the impact on the core Tier-1 ratio, banking would be estimated at +0.25%.

In the past, KBC has issued several hybrid securities that were qualified as regulatory Tier-1 bank capital. Such securities are ‘hybrid’ securities that have both equity and debt features. In general terms, they pay an interest coupon, but have no final maturity and rank junior to other bonds upon bankruptcy.

KBC wishes to reiterate its stance of refraining from exercising its call options on hybrid Tier-1 securities for the remainder of the year.

The tender offers cover the following securities and are being made solely to the relevant holders of such securities:

  •  EUR 280 million hybrid securities issued by KBC Bank Funding Trust II;
  •  USD 600 million hybrid securities issued by KBC Bank Funding Trust III;
  •  EUR 300 million hybrid securities issued by KBC Bank Funding Trust IV;
  •  GBP 525 million hybrid securities issued by KBC Bank.

The last of these recently had its coupon suspended:

Having issued core capital securities to the State in order to strengthen its solvency level, KBC’s company restructuring plan needs to gain clearance from the European Commission. On 6 August, KBC communicated that KBC was advised by the European Commission to refrain, until the end of the year, from payment of “discretionary coupons” on its perpetual subordinated hybrid Tier-1 securities.

  •  The restriction is expected to impact the directly issued perpetual debt securities issued by KBC Bank in a total amount of 525 million sterling (in 2003, 2004 and 2007).
  •  For the KBC Bank funding Trust II 280 million euros 1999 issue, coupon payments in the second half of 2009 remain uncertain as they are subject to ongoing discussions with the European Commission.
  •  For the other hybrid securities, coupon payments in the second half of 2009 are considered to be non-optional and will be paid.


What makes the coupon payment for the KBC Bank 525 millions sterling issue “discretionary”?

Pursuant to conditions 4(i) (“deferred coupons”) and 5(a) (“deferral notice”) of the offering memorandum, and assuming no “net asset deficiency event” occurs (as defined in the prospectus), KBC Bank NV may in its sole discretion defer the payment of interest unless such interest would or would become mandatorily due.

Pursuant to conditions 5(b) (“payment of deferred coupon”) and 6(b) (“mandatory coupons”), interest would be mandatorily due if KBC Group NV or KBC Bank NV were to pay any dividend on or redeem any junior securities or parity Securities. This would, for example, be the case if any dividend is declared on the ordinary shares of KBC Group, which fall under the definition of junior securities. Currently, there are no parity securities (as defined in the prospectus) outstanding.

As at today’s date, KBC does not anticipate to make any payment in respect of any junior securities prior to 19 December 2009. Accordingly, as a consequence of the restrictions imposed by the European Commission, KBC will, absent any such payment, be required to exercise its discretion and withhold the interest payment falling due on 19 December 2009. At this time, it remains unclear if and when KBC will make any payment in respect of junior securities in the course of 2010.

Finally, coupon payments on the sterling hybrid securities do not rank pari passu with coupon payments to holders of other KBC hybrid securities (see condition 3(a) (“Status of the securities”)). Therefore, coupon payments to holders of other KBC hybrid securities in 2009 (whether in the first or second half of the year) do not trigger a coupon payment to the holders of the sterling hybrid securities.

I haven’t drawn any diagrams of the KBC’s capital structure, but it sounds pretty intricate!

Bank Capitalization Requirements & Lending

September 22nd, 2009

Assiduous Readers will remember that I have long complained about the dearth of research on the ill-effects of Canada’s bank capitalization requirements. Various OSFI puff-pieces (e.g., a speech by Mark White; an essay by Carol Ann Northcott & Graydon Paulin of the Bank of Canada and Mark White; a speech by Jule Dickson later clarified for the sub-moronic) have given unreserved praise to the high capitalization required by OSFI. I have long wondered what the through-the-cycle costs of having all this excess (by world standards) capital tied up in banks might be – ain’t NUTHIN’ free! The high levels of bank capitalization certainly helped through the crisis (although not, probably, as much as secure retail funding) but what did that cost us and is it worth that cost?

I don’t know the answer – I’m just annoyed that Canadians are not asking the question.

Into the breach steps the UK Financial Stability Authority, which has just published a paper by their staff members William Francis and Matthew Osborne titled Bank regulation, capital and credit supply: Measuring the impact of Prudential Standards:

The existence of a “bank capital channel”, where shocks to a bank’s capital affect the level and composition of its assets, implies that changes in bank capital regulation have implications for macroeconomic outcomes, since profit-maximising banks may respond by altering credit supply or making other changes to their asset mix. The existence of such a channel requires (i) that banks do not have excess capital with which to insulate credit supply from regulatory changes, (ii) raising capital is costly for banks, and (iii) firms and consumers in the economy are to some extent dependent on banks for credit. This study investigates evidence on the existence of a bank capital channel in the UK lending market. We estimate a long-run internal target risk-weighted capital ratio for each bank in the UK which is found to be a function of the capital requirements set for individual banks by the FSA and the Bank of England as the previous supervisor (Although within the FSA’s regulatory capital framework the FSA’s view of the capital that an individual bank should hold is given to the firm through individual capital guidance, for reasons of simplicity/consistency this paper refers throughout to “capital requirements”). We further find that in the period 1996-2007, banks with surpluses (deficits) of capital relative to this target tend to have higher (lower) growth in credit and other on- and off-balance sheet asset measures, and lower (higher) growth in regulatory capital and tier 1 capital. These findings have important implications for the assessment of changes to the design and calibration of capital requirements, since while tighter standards may produce significant benefits such as greater financial stability and a lower probability of crisis events, our results suggest that they may also have costs in terms of reduced loan supply. We find that a single percentage point increase in 2002 would have reduced lending by 1.2% and total risk weighted assets by 2.4% after four years. We also simulate the impact of a countercyclical capital requirement imposing three one-point rises in capital requirements in 1997, 2001 and 2003. By the end of 2007, these might have reduced the stock of lending by 5.2% and total risk-weighted assets by 10.2%.

Unfortunately for the direct translation of this paper’s conclusions to the Canadian experience, the paper focusses on shocks to bank capital requirements, which may be different from the steady-state effects of a constantly high requirement. For all that, however, the reasoning seems applicable in general terms:

Moreover, a large body of theoretical and empirical literature suggests that, contrary to the predictions of the Modigliani-Miller theorems (Modigliani and Miller (1958)), maintaining a higher capital ratio is costly for a bank and, consequently, a shortfall relative to the desired capital ratio may result in a downward shift in loan supply (Van den Heuvel (2004); Gambacorta and Mistrulli (2004)).

A secondary aim of our paper is to use evidence of systematic association between changes in banks’ balance sheets and banks’ surplus or deficit relative to desired capital levels during economic upturns to develop measures that may assist policymakers in calibrating capital requirements, including proposals for counter-cyclical capital requirements, which are explicitly designed to address the build-up of risk during a credit boom.

Not surprisingly, there is an effect:

Our results show that regulatory capital requirements are positively associated with banks’ targeted capital ratios. We further show that the gap between actual and targeted capital ratios is positively associated with banks’ loan supply (suggesting that loan supply falls as actual capital falls below targeted levels), suggesting that banks amend their supply schedule (for example by raising the cost of borrowing or rationing credit supply at a given price) or take action to raise capital levels (for example, restricting dividends in order to retain profits or raising new equity or debt capital). Taken together, these results indicate that capital requirements affect credit supply, confirming the linkage found by previous researchers and demonstrating a ‘credit view’ channel through which prudential regulation affects economic output. We also find significant and positive relationships with growth in the size of banks’ balance sheets and total risk-weighted assets, and significant and negative relationships with growth in capital.

The effect of increasing regulatory requirements on Italian banks has been examined:

One notable study that addresses the problem of a lack of heterogeneity of capital requirements and assesses the impact on bank lending is Gambacorta and Mistrulli (2004). The authors explicitly examine the effects of the introduction of capital requirements higher than the Basel 8% solvency standard on lending volumes of Italian banks. They find that the imposition of higher requirements reduced lending by around 20% after two years. The results are consistent with the idea that, in the face of rising capital requirements, banks may find it less costly to adjust loans than capital as the risk-based capital requirement becomes increasingly more binding. Frictions in the market for bank capital make adjusting (raising) capital in response to higher regulatory requirements, in this case, expensive, so the result of the trade-off may be a reduction in lending. This result is consistent with the idea of a ‘bank capital channel’.

Panel A: Impact of a 1-point rise in risk-based capital requirement in 2002
  Difference of stock from baseline after:
  1 year 2 years 3 years

4 years
Assuming 65% pass-through to target capital ratio  
Growth in:  
Assets -0.95% -1.19% -1.33% -1.41%
Loans -0.78% -0.98% -1.10% -1.16%
Risk-weighted assets -1.59% -2.01% -2.24% -2.37%
Regulatory capital 1.78% 2.25% 2.52% 2.68%
Tier 1 capital 1.28% 1.62% 1.81% 1.93%

As noted, the paper’s emphasis is on the effect of shocks, not upon the constant effects of higher capital requirements, and the author’s conclusions reflect this bias:

Our simple theoretical model clarifies the link between capital requirements and lending and shows how, in the presence of capital adjustment costs, the “bank capital channel” implies that higher capital requirements lower a bank’s optimal loan growth. That effect, however, depends on the level of excess capitalization, with better capitalized banks (i.e., those with more capital above regulatory thresholds) experiencing less pronounced impacts on their lending. These predictions depend on departures from the Modigliani-Miller propositions and, in particular, increasing marginal costs of capital adjustment.

A full examination of the Canadian experience would include an accounting for the effects on loans of steady-state capital ratios and – perhaps equally importantly – some accounting of the crowding-out effects on risk-capital of other firms of requiring so much equity in banks. Don’t look for any pearls of wisdom from OSFI, though; perhaps the Bank of Canada might do it.

New Issue: TRP FixedReset 4.60%+192

September 22nd, 2009

TransCanada Corporation has announced:

it will issue 12,000,0000 cumulative redeemable first preferred shares, series 1 (the “Series 1 Preferred Shares”) at a price of $25.00 per share, for aggregate gross proceeds of $300 million on a bought deal basis to a syndicate of underwriters in Canada led by Scotia Capital Inc., and RBC Capital Markets.

The holders of Series 1 Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.15 per share, payable quarterly, as and when declared by the board of directors of TransCanada, yielding 4.6% per annum, for the initial five-year period ending December 31, 2014 with the first dividend payment date scheduled for December 31, 2009. The dividend rate will reset on December 31, 2014 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield and 1.92%. The Series 1 Preferred Shares are redeemable by TransCanada on or after December 31, 2014.

The holders of Series 1 Preferred Shares will have the right to convert their shares into cumulative redeemable first preferred shares, series 2 (the “Series 2 Preferred Shares”), subject to certain conditions, on December 31, 2014 and on December 31 of every fifth year thereafter. The holders of Series 2 Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the board of directors of TransCanada, at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate and 1.92%.

TransCanada has granted to the underwriters an option, exercisable at any time up to 48 hours prior to the closing of the offering, to purchase up to an additional 2,000,000 Series 1 Preferred Shares at a price of $25.00 per share.

The anticipated closing date is September 30, 2009. The net proceeds of the offering will be used to partially fund capital projects, for other general corporate purposes and to re-pay short term indebtedness of TransCanada and its affiliates.

The Series 1 Preferred Shares will be offered to the public in Canada pursuant to a prospectus supplement that will be filed with securities regulatory authorities in Canada under TransCanada’s short form base shelf prospectus dated September 21, 2009. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The initial dividend will be payable 2009-12-31 for $0.2899, based on a September 30 closing.

The existing TRP straight perpetuals, TRP.PR.X and TRP.PR.Y, closed yesterday very near par to yield about 5.63%; the Break-Even Rate Shock on this issue is therefore 145bp, a fairly high figure. The analytical concept of Break-Even Rate Shock was introduced in the June PrefLetter; the next edition of Canadian Moneysaver will contain a briefer exposition of the technique.

I am advised that this issue has flown off the shelves and the books are closed, which brings with it the prospect of another flurry of new issues. This leads to interesting possibilities for future issuance and analysis … with the bank issues that reset at spreads of 300bp+, one might reasonably (rather aggressively, too aggressively according to me, but reasonably) have made the assumption that a call at the first reset date was a certainty. At +192bp for an issue of this credit quality, the future is somewhat murkier.

Update: “Flew off the shelves” was a bit of an understatement … TRP has announced that the customers wanted to supersize their orders:

TransCanada Corporation (TransCanada) today announced that as a result of strong investor demand for its domestic public offering of cumulative redeemable first preferred shares, series 1 (the “Series 1 Preferred Shares”), the size of the offering has been increased to a total of 22 million shares. The gross proceeds of the offering will now be $550 million.

There will not be an underwriters option, as was previously granted. The syndicate of underwriters is led by Scotia Capital Inc., and RBC Capital Markets. The anticipated closing date is September 30, 2009.

It should be noted that the TCA.PR.X and TCA.PR.Y issues referenced above are issued by the TransCanada Pipelines subsidiary, with all the usual complexities of determining relative credit quality (diversification vs. proximity to the money). The TransCanada 2008 Annual Report notes:

TransCanada’s issuer rating assigned by Moody’s Investors Service (Moody’s) is Baa1 with a stable outlook. TransCanada PipeLines Limited’s (TCPL) senior unsecured debt is rated A with a stable outlook by DBRS, A3 with a stable outlook by Moody’s, and A- with a stable outlook by Standard and Poor’s.

BoE Releases Quarterly Bulletin 2009-Q3

September 21st, 2009

The Bank of England has announced the release of the 2009 Q3 issue of the Bank of England Quarterly Bulletin with the usual top-notch research. This quarter’s articles are:

  • Foreword
  • Markets and operations
  • Global imbalances and the financial crisis
  • Household saving
  • Interpreting recent movements in sterling
  • What can be said about the rise and fall in oil prices?
  • Bank of England Systemic Risk Survey
  • Monetary Policy Roundtable

The article on Global imbalances seeks to challenge Taylor’s assertion that there was no global saving glut by focussing on gross, not net numbers:

An important factor was the adoption of managed exchange rate policies by some EAEs [East Asian Economies],(2) whereby a particular level of their currency was targeted, usually against the US dollar. This policy was prompted, in part, by the aim of spurring economic development through exports, thereby addressing extensive rural underemployment.(3)(4) The desire to accumulate foreign exchange reserves as insurance against a repeat of the 1997–98 Asian currency crises was an additional motivation.(5) Another factor may have been the slow pace of financial development in many EAEs which meant that there was a dearth of domestic investment opportunities (see Caballero et al (2008)). This may have necessitated savings being channelled to the deeper and more liquid financial markets in western economies.

Bernanke (2005) has argued that the low and falling savings rates in deficit countries which accompanied the credit boom, were principally the outcome of an endogenous process by which the excess savings of the surplus countries — the ‘global
savings glut’ — were recycled.

Meanwhile, banks were exposing themselves to liquidity risk:

An associated innovation was that banks changed their funding models. In particular, banks sold the new types of securities to
end-investors via the so-called ‘shadow banking system’, encompassing structured investment vehicles (SIVs) and conduits, which provided a framework for lending and borrowing without accepting deposits. This was termed the ‘originate to distribute’ model: aiming to spread the risks associated with securitised assets off their balance sheets, banks sold them to SIVs, which then aimed to sell them on to end-investors.(1) At the same time, banks increasingly relied on wholesale funding markets, including in selling the securitised assets, see the October 2008 Financial Stability Report. The magenta bars in Chart 8 show that the share of funding by UK banks derived from securitisations increased between 2000 and 2008.(2)

The authors repeatedly emphasize this point:

The funding structure of financial institutions, with its reliance on wholesale markets and the use of securitised assets (Chart 8), was a related vulnerability. In particular, this funding model relied on the continued functioning of those markets. This funding often came from foreign investors and this, together with banks’ increased lending overseas and the growth of the shadow banking system, generated the further vulnerability of increased and complex cross-border linkages between both financial institutions and between countries more generally. Such complex international linkages potentially give rise to unappreciated, but potent, interconnections between firms in the global financial system.

The article on oil prices makes a claim of regulatory significance:

The price of oil rose steadily between the middle of 2003 and the end of 2007, rose further and more rapidly until mid-2008 and fell sharply until the end of that year. Commentators agree that a significant part of the increase in the oil price over that period was due to rapid demand growth from emerging markets, but there are substantial differences of view about the relative importance of other factors, and limited work thus far in explaining the large fall in oil prices in the second half of 2008. The purpose of this article is to analyse the main explanations for the rise and fall in oil prices in the five years until the end of 2008. It argues that shocks to oil demand and supply, coupled with the institutional factors of the oil market, are qualitatively consistent with the direction of price movements, although the magnitude of the rise and subsequent fall during 2008 is more difficult to justify. The available empirical evidence suggests that financial flows into oil markets have not been an important factor over the period as a whole. Nonetheless, one cannot rule out the possibility that some part of the sharp rise and fall in the oil price in 2008 might have had some of the characteristics of an asset price bubble.

September 21, 2009

September 21st, 2009

Jim Hamilton of Econbrowser points out that increased regulation of bankers’ pay mean increased risk of regulatory capture. While supporting the principle, he recommends:

Openness and transparency. Details of all regulations should always be extremely transparent and public, with high-profile communication of any proposed changes. I was unable to locate a public release of the specifics of the Fed’s proposal, but gather that the WSJ story was based on off-the-record statements from “people familiar with the matter”. I think one of the best disinfectants for preventing regulatory capture is to keep as bright a light as possible shining on all details of the regulatory process.

Simplicity and uniformity. The goal here is to be very clear about the basic principles we’re trying to implement and make sure they’re applied broadly, fairly, and consistently. Although the Fed is used to thinking in terms of preserving its discretion, it’s important that these regulations be implemented in a transparently uniform way.

The first, at least, of these principles is anathema to Canada’s OSFI.

Scott Sumner of Bentley University writes a provocative column on VoxEU, Misdiagnosing the crisis: The real problem was not real, it was nominal arguing that monetary policy was too tight in late 2008, and that this is what caused the awful events of 4Q08:

Woodford (2003) emphasised how expectations of future monetary policy and aggregate demand impact current demand. An explicit price level or nominal GDP trajectory going several years forward would have helped stabilise expectations in late 2008. Because the Fed failed to set an explicit target path (level targeting), expectations became very bearish in late 2008. Contrary to what many economists assumed, tight money was already sharply depressing the economy by August 2008. After the failure of Lehman most economists simply assumed that causation ran from financial crisis to falling demand. This reversed the primary direction of causation – as in the Great Depression, economic weakness worsened bank balance sheets and intensified the financial crisis in late 2008.

A recent Vox column by Carmassi, Gros, and Micossi expressed the widely held view that the roots of this crisis lay in overly accommodative Fed policy during the housing bubble. Policy was a bit too easy during that period, as nominal GDP growth was slightly excessive, but if we are going to take market efficiency seriously then the primary cause of the severe worldwide recession should have occurred when the markets actually crashed. Yes, the tech and housing bubbles showed that markets are not always efficient. But that is no reason to ignore market signals.

The preferred share market advanced today, with PerpetualDiscounts gaining 15bp while FixedResets were up 6bp. Floaters gained strongly, claiming the top three spots on the performance table to take that very volatile, small, BAM dominated index up 159bp, perhaps helped by Jonathan Chevreau’s endorsement of the asset class (hat tip: Assiduous Reader MP):

Floating Rate Preferred Shares pay a dividend based on the prime rate and provide tax-efficient income for non-registered portfolios. Compared to pure interest income, such preferred shares are taxed far less harshly because of the dividend tax credit. If the Bank of Canada boosts the prime rate and banks increase their prime rate in response, the dividend income on these shares will rise, as will its capital value. Palombi’s current favorite is the BCE Preferred Series, which pay 100% of the prime rate.

Volume was good.

HIMIPref™ Preferred Indices
These values reflect the December 2008 revision of the HIMIPref™ Indices

Values are provisional and are finalized monthly
Index Mean
Current
Yield
(at bid)
Median
YTW
Median
Average
Trading
Value
Median
Mod Dur
(YTW)
Issues Day’s Perf. Index Value
Ratchet 0.00 % 0.00 % 0 0.00 0 1.5938 % 1,498.5
FixedFloater 5.72 % 3.98 % 52,690 18.62 1 0.0000 % 2,683.1
Floater 2.45 % 2.08 % 30,576 22.24 4 1.5938 % 1,872.0
OpRet 4.85 % -13.38 % 134,712 0.09 15 -0.1119 % 2,293.3
SplitShare 6.41 % 6.54 % 897,028 4.03 2 0.1106 % 2,063.9
Interest-Bearing 0.00 % 0.00 % 0 0.00 0 -0.1119 % 2,097.0
Perpetual-Premium 5.75 % 5.64 % 152,941 2.53 12 0.0395 % 1,885.5
Perpetual-Discount 5.70 % 5.77 % 207,919 14.20 59 0.1492 % 1,802.3
FixedReset 5.47 % 3.98 % 457,803 4.06 40 0.0635 % 2,116.0
Performance Highlights
Issue Index Change Notes
ENB.PR.A Perpetual-Premium -1.16 % YTW SCENARIO
Maturity Type : Call
Maturity Date : 2009-10-21
Maturity Price : 25.00
Evaluated at bid price : 25.50
Bid-YTW : -14.43 %
CU.PR.B Perpetual-Premium -1.02 % YTW SCENARIO
Maturity Type : Call
Maturity Date : 2012-07-01
Maturity Price : 25.00
Evaluated at bid price : 25.35
Bid-YTW : 5.62 %
CL.PR.B Perpetual-Premium 1.21 % YTW SCENARIO
Maturity Type : Call
Maturity Date : 2009-10-21
Maturity Price : 25.50
Evaluated at bid price : 25.85
Bid-YTW : -11.95 %
TRI.PR.B Floater 1.66 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2039-09-21
Maturity Price : 19.01
Evaluated at bid price : 19.01
Bid-YTW : 2.06 %
BAM.PR.K Floater 2.34 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2039-09-21
Maturity Price : 13.12
Evaluated at bid price : 13.12
Bid-YTW : 2.99 %
BAM.PR.B Floater 3.11 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2039-09-21
Maturity Price : 13.25
Evaluated at bid price : 13.25
Bid-YTW : 2.97 %
Volume Highlights
Issue Index Shares
Traded
Notes
CIU.PR.B FixedReset 115,000 RBC crossed 110,000 at 28.25.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-07-01
Maturity Price : 25.00
Evaluated at bid price : 28.25
Bid-YTW : 3.84 %
BMO.PR.O FixedReset 68,375 Nesbitt crossed 50,000 at 28.00.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-06-24
Maturity Price : 25.00
Evaluated at bid price : 28.00
Bid-YTW : 3.89 %
GWO.PR.H Perpetual-Discount 56,562 Nesbitt crossed 25,000 at 20.83.
YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2039-09-21
Maturity Price : 20.90
Evaluated at bid price : 20.90
Bid-YTW : 5.83 %
BAM.PR.B Floater 44,874 YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2039-09-21
Maturity Price : 13.25
Evaluated at bid price : 13.25
Bid-YTW : 2.97 %
MFC.PR.D FixedReset 44,033 Desjardins crossed 25,000 at 27.90.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-07-19
Maturity Price : 25.00
Evaluated at bid price : 27.90
Bid-YTW : 4.00 %
MFC.PR.C Perpetual-Discount 32,000 RBC crossed 21,000 at 19.19.
YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2039-09-21
Maturity Price : 19.15
Evaluated at bid price : 19.15
Bid-YTW : 5.92 %
There were 40 other index-included issues trading in excess of 10,000 shares.

GFV.PR.A: Capital Unit Dividend Reinstated

September 21st, 2009

I’m a little late with this news, but that’s life …

Global Forty-Five Split Corp. announced on August 20:

that it has re-instated a distribution of $0.05 per Class A Share for the month ending August 31, 2009. The distribution will be paid on or before September 15, 2009 to unitholders of record on August 31, 2009.

The Manager will assess the ability to pay distributions, and the amount thereof, on a monthly basis. Among other considerations, the Company is not permitted to pay a distribution on the Class A Shares if, after the payment of the distribution by the Company, the Net Asset Value per Unit would be less than $15.00.

The Capital Unit dividend had been suspended in November 2008.

The last mention of GFV.PR.A on PrefBlog occurred when it was upgraded to Pfd-3(high) by DBRS. GFV.PR.A is not tracked by HIMIPref™.

New Issue: TCL FixedReset 6.75%+416

September 21st, 2009

Further to their filing of a base prospectus announced last week, Transcontinental Inc. has announced:

that it will be issuing 4,000,000 cumulative rate reset preferred shares, series D (the “Series D Preferred Shares”) for aggregate gross proceeds of $100 million on a bought deal basis to a syndicate of underwriters led by Scotia Capital Inc. and CIBC World Markets Inc., acting as joint book-runners. The Series D Preferred Shares will pay cumulative dividends of $1.6875 per share per annum, yielding 6.75% per annum, payable quarterly, for the initial five year period ending October 15, 2014. The dividend rate will be reset on October 15, 2014 and every five years thereafter at a rate equal to the 5-year Government of Canada bond yield plus 4.16%. The Series D Preferred Shares will be redeemable by Transcontinental on October 15, 2014, and every five years thereafter in accordance with their terms.

Holders of the Series D Preferred Shares will have the right, at their option, to convert their shares into cumulative floating rate preferred shares series E. (the “Series E Preferred Shares”) subject to certain conditions, on October 15, 2014 and on October 15 every five years thereafter. Holders of the Series E Preferred Shares will be entitled to receive cumulative quarterly floating dividends at a rate equal to the three-month Government of Canada Treasury Bill yield plus 4.16%.

Transcontinental has also granted the underwriters the option to purchase up to 600,000 additional Series D Preferred Shares to cover over-allotments, exercisable in whole or in part anytime up to 30 days following closing of the offering.

Net proceeds resulting from the sale of the Series D Preferred Shares of Transcontinental shall be used by the Corporation to repay indebtedness, and for general corporate purposes.

The Series D Preferred Shares will be offered for sale to the public in each of the provinces Canada pursuant to a prospectus supplement and the base shelf prospectus filed on September 17, 2009. The prospectus supplement will be filed with Canadian securities regulatory authorities in all provinces of Canada.

The offering is scheduled to close on or about October 2, 2009, subject to certain conditions, including conditions set forth in the underwriting agreement.

Assiduous, yet bewildered, Readers will note:

Transcontinental provides printing, publishing and marketing services that deliver exceptional value to its clients along with a unique, integrated platform for them to reach and retain their target audiences. Transcontinental is the largest printer in Canada and the sixth largest in North America. It is also Canada’s leading publisher of consumer magazines and French-language educational resources as well as the country’s second-largest community newspaper publisher. Transcontinental’s digital platform delivers unique content through more than 120 websites. Its Marketing Communications Sector provides advertising services and marketing products using new communications platforms supported by database analytics, premedia, email marketing, and custom communications. Transcontinental is a growing corporation with a culture of continuous improvement and financial discipline, whose values, including respect, innovation and integrity, are central to its operation.

I’m certainly glad that their values include respect, innovation and integrity. This is a highly unusual claim for a company to make and has been noted carefully.

The first dividend will be $0.4854, payable 2010-1-15, based on closing 2009-10-2.

The issue is rated Pfd-3(high) by DBRS. This issue continues the recent trend of the market towards lower-quality credits; but it is non-financial and cumulative, which will hold great attraction for many.

The issue will be tracked by HIMIPref™ but be relegated to the “Scraps” index on credit concerns.

Management Reaction to Mandatory Accounting Changes

September 20th, 2009

I recently highlighted a paper by Alistair Murdoch of the University of Manitoba in which he showed that, in terms of the effect on the CAPM Beta of the common stock, preferred shares that were not convertible at a fixed rate into common were perceived by the market as being debt-like.

This paper was used as evidence to support the accounting reclassification of retractible preferred shares as debt for audited balance sheet purposes.

He then wrote a follow-up paper examining the effects of this change, titled Management Reaction to Mandatory Accounting Changes: The Canadian Preferred Shares Case:

The new Canadian accounting standards for financial instruments require that retractable preferred shares be classified as debt, thus negatively affecting the debt/equity ratio. Previous research, most of which has examined the impact of a change in American accounting standards affecting the determination of earnings, indicates that firms with such shares will act to mitigate the negative impact of the accounting change on their financial statements. Specifically, firms are likely to: a) reduce the amount of retractable preferred shares outstanding, and/or b) reduce the amount of other liabilities, and/or c) increase the amount of equity outstanding.

I test these predictions using data on firms required to file information on their preferred shares with Canadian securities commissions. Evidence based on a sample of 34 such firms indicates that they did indeed reduce the amounts of both retractable preferred shares and the amounts of other liabilities and issued additional common shares. Surprisingly, smaller firms did not make greater reductions (as a proportion of total assets) than larger firms.

He makes one statement about market efficiency that I consider worthy of comment:

The economic consequences of the replacement of retractable preferred shares by other sources of financing, primarily common shares, is not clear. If retractable preferred shares became a popular financial instrument during the 1970s and 1980s because they allowed firms to issue debt in the guise of equity, then their disappearance due to the standard change having stripped this disguise from them is desirable because it promotes informational efficiency.

This is of interest because it may be flipped upside down and used as an attack on the Efficient Market Hypothesis. The mandated change in classification is cosmetic only; no information is supplied to the marketplace by an auditor’s opinion as to whether a particular instrument is best placed in the shareholders’ equity section of the balance sheet or not. The prospectus contains all the necessary information for investors to judge the nature of the instrument for themselves and is not changed by this opinion.

Thus, any change in management or market behaviour due to such a change is evidence that the market’s efficiency has changed; and if the market’s efficiency can change, then the EMH does not hold.

In this particular case, I take the view that the change increased the efficiency of the market, by allowing bozos (who equate the term “research” with “looking stuff up in Compustat”) to more closely match the judgement of those who have actually examined the data and thus reduces the rewards for market professionals to think about what they are doing.

This supports the hypothesis that informtion has a value – it ain’t free!

Of interest in the paper was Table 1 “Number of publicly listed Canadian companies with outstanding retractable preferred shares”, which documents a nearly monotonic decline from 1988 (114 companies) to 1997 (32 companies). With the benefit of over a decade’s worth of additional data, we can now see that retractibles from Operating Companies (the HIMIPref™ subindex “OpRet”) has dwindled to virtual insignificance.

Are Preferred Shares Debt or Equity?

September 20th, 2009

This is an old paper (1997) but interesting none-the-less.

Alistair Murdoch of the Deparment of Accounting and Finance, University of Manitoba wrote a paper Are Preferred Shares Debt or Equity?: Some Canadian Evidence with the abstract:

I test the appropriateness of new accounting standards that would treat some types of preferred shares as debt rather than equity. I develop a new model to examine whether capital markets view the (systematic) risk of preferred shares to be more like the risk of debt or more like the risk of common equity. The proposed model is compared to a traditional model tested on 1986 to 1994 data of thirty-nine companies that trade on the Toronto Stock Exchange and issued preferred shares during that period. Debt, retractable preferred shares and p lain vanilla preferred shares appear to be substantially less risky than common shares. Other types of preferred shares are more risky than debt; some appear to be more risky than common shares. These results support the view that some types of preferred shares should be classified as liabilities.

He reasons that:

A firm that increases its debt/(common) equity ratio increases the risk of the (common) equity and may increase the risk of the debt. If preferred shares are viewed as debt, then issuing preferred shares should have the same effect as increasing the debt/(common) equity ratio. If they are viewed as equity, then their issue should have the same effect as decreasing the debt/(common) equity ratio. Finally, if they are some intermediate form of financing, they may have no effect on the risk of the (common) equity.

… I confirm that debt is less risky than common equity. I find that retractable preferred shares and plain vanilla shares are also less risky than common equity and that in most of my tests their level of risk is not statistically significantly different from that of debt. Other kinds of preferred shares are more risky than debt. Convertible preferred shares are as risky as common shares, while preferred shares that are convertible at market or that are both retractible and convertible appear more risky than common shares

Risk is defined as Beta in the Capital Asset Pricing Model. The “Asset Beta” of each company is decomposed into the equity beta and terms representing the contributions of debt and the various flavours of preferred share, where:

A firm’s asset beta is a measure of the relation between the firm’s return on assets and the market return. Beta is usually estimated by regressing the firm’s return on the market return over some period during which beta is assumed to be constant.

After performing the regressions, the author concludes:

This paper has attempted to determine empirically whether during the past decade the Canadian market has viewed preferred shares as being more like debt or more like equity. It reports that retractable preferred shares have been viewed much like debt which supports the recent change in the accounting classification of these securities

An interesting paper in that it attempts to classify preferred shares according to the effect of their issuance on the Beta of the common, rather than considering the market price of the preferred shares themselves.

EVT.PR.A to Be Redeemed

September 18th, 2009

Economic Investment Trust Limited has announced:

that on November 30, 2009 it will redeem for cash all of its outstanding 5% Cumulative Preferred Shares Series A at a redemption price of $53.125, comprised of $50.00 per share, a premium of $2.50, and accrued dividends in the amount of $0.625 per share.

Even the most Assiduous Readers may be forgiven for asking ‘What?’. The June 09 Financials state:

At June 30, 2009, there are 5,615,535 Common Shares issued and outstanding and each share is entitled to one vote. There are 7,200 (2008 – 7,700) 5% Cumulative Preferred Shares Series A issued and outstanding. During the fi rst quarter, the Company purchased 500 Preferred Shares Series A for cancellation.

So the total market capitalization of the preferreds comes to less than half a million dollars. EVT.PR.A closed today at 51.23 bid for 800, no offer. This is the first mention of EVT.PR.A on PrefBlog. EVT.PR.A is not tracked by HIMIPref™.