Issue Comments

FTN.PR.A Asset Coverage to Improve Following Capital Share Consolidation

Following the shareholder approval of the term extension and during the DBRS Credit Review-Developing, Financial 15 Split Corp. has announced:

a Class A share consolidation for all Class A shareholders of record on September 12, 2008.

The purpose of the share consolidation is to maintain an equal number of Class A shares and Preferred shares outstanding.

As a result of the successful vote to extend the termination date of Financial 15 to December 1, 2015 at the recent Special Meeting of Shareholders held on July 23, 2008, both Class A shareholders and Preferred shareholders were given a special retraction right. This special retraction right allowed both classes of shareholders to tender one or both classes of shares and receive a retraction price based on the August 29 net asset value per unit. In aggregate, there were more Preferred shares tendered for retraction than Class A shares. Since Financial 15 is required to maintain an equal number of shares outstanding for each Class as per the prospectus, the Company must reduce the Class A shares proportionate to the reduction in the Preferred shares.

Immediately after the special retraction payment on September 12, 2008, there would be 7,788,104 Preferred shares and 9,791,021 Class A shares outstanding. In order to restore an equal amount of shares outstanding for each Class, Class A shareholders will have each Class A share consolidated into 0.795432879 Class A shares. In addition the monthly Class A share dividend will be increased from 10 cents per share ($1.20 per annum) to 12.57 cents per share ($1.5084 per annum) in order to maintain the same pre consolidation dividend rate.

The consolidation of the Class A shares has no impact on the intrinsic value of the Class A shares since the net asset value per unit attributable to the Class A shares would increase proportionate to the reduction in the number of Class A shares.

The impact of the share consolidation will be reflected in the next reported net asset value per unit as at September 15, 2008.

This implies that the August 29 asset coverage of about 2.0:1 will increase to about 2.5:1.

Market Action

September 11, 2008

A Bloomberg story pointed me towards remarks by Mervyn King of the BoE regarding long- and short-term bank funding:

we will also set out arrangements to ensure the banking system as a whole will continue to be able to access liquidity insurance from the Bank of England from October 22nd.

The objective of the new facility will be to provide short-term liquidity insurance to smooth the adjustment of financial institutions hit by unexpected shocks. The facility will be an important part of the contribution which the Bank can make to enhance the stability of the banking system. But it is not the purpose of central bank liquidity insurance to provide a source of long-term funding to the financial system – indeed it cannot do that. Only private savers or taxpayers via the government can provide such funds. So I hope everyone will understand that the proposals to be published next week, important though they are, will not and cannot solve the shortage of funding to finance bank lending, including mortgage lending.

So there’s a warning shot! I suspect that the touted new facility – the Special Liquidity Scheme (SLS) will not make new loans after October 21 – will follow Bagehot and include a far more penalizing rate for liquidity injections. The SLS fee is minimal:

Banks will be required to pay a fee to borrow the Treasury Bills. The fee charged will be the spread between the 3-month London Interbank interest rate (Libor) and the 3-month interest rate for borrowing against the security of government bonds, subject to a floor of 20 basis points.

Meanwhile there is the chance that Fannie & Freddie debt might be explicitly nationalized:

The federal takeover of the government-sponsored enterprises, or GSEs, on Sept. 7 failed to address whether the debt of Fannie and Freddie should be included in the budget, or whether it carries an explicit government guarantee. In an interview this week, Treasury Secretary Henry Paulson cited the “incongruities” in the law and said “we should be clear, is there a government guarantee or isn’t there?”

Any decision to add Fannie and Freddie to the budget wouldn’t automatically translate into an explicit government backing for the companies’ combined $1.7 trillion in unsecured debt and $3.5 trillion of mortgage guarantees. Granting the full faith and credit of the U.S. would require an act of Congress to change the companies’ legal status.

This would bring the Fannie/Freddie debt into a position resembling CMHC mortgage bonds:

CMHC’S GUARANTEE OF CANADA MORTGAGE BONDS CARRIES THE FULL FAITH AND CREDIT OF CANADA, AND CONSTITUTES A DIRECT, UNCONDITIONAL OBLIGATION OF CANADA

CMB have been given Canada’s S&P AAA/Moody’s Aaa credit rating and a 0% capital weighting under the BIS guidelines. CMB are not subject to withholding tax by Canada.

and its direct debt:

CMHC’S DEBT OBLIGATIONS CARRY THE FULL FAITH AND CREDIT OF CANADA, AND CONSTITUTE DIRECT, UNCONDITIONAL OBLIGATIONS OF AND BY CANADA.

Canada credit and a 0% capital weighting under the BIS guidelines

Though mind you, the CMHC is virtually invisible to retail-level Canadians – they buy their mortgages wholesale from the banks, except for those made in order to help cities build slums. The FannieFreddieFiasco has politicized foreclosures in an election year:

U.S. Senate Banking Committee members urged Fannie Mae and Freddie Mac, the mortgage companies placed under federal control this week, to freeze foreclosures on loans in their portfolios for at least 90 days.

“This action would provide immediate relief to many homeowners” and let the companies “turn these non-performing loans into performing assets to minimize losses,” Senators Charles Schumer, Robert Menendez and other panel Democrats said today in a letter to the companies and the Federal Housing Finance Agency, which is overseeing them under the government conservatorship. The companies also should ease their policies on modifying mortgages, the senators wrote.

I guess, if you squint, you can put this politicization in the “unintended consequences” category, together with the Municipal Ratings Mess I posted about today. I just can’t resist noting another unintended consequence of feel-good politics that I learned about today: European Universities get paid for granting diplomas:

Indeed, with the notable exception of the UK, European universities display a poor performance in most international education rankings. According to both the Times Higher Education Supplement and the Shanghai Jiao Tong university rankings, only four institutions in continental Europe would rank among the top 50 universities in the world.

More precisely, the funds allocated to a university [in Italy] increase with the total number of full-time equivalent students (FTE), which is defined as the ratio between the number of exams passed and the number of exams that students should have taken.

The evidence suggests that a financing scheme that was meant to reward universities that produce higher value added is, instead, favouring universities with lower standards.

Surprise, surprise! It reminds me of Communist Russia’s Five Year Plans … tractor factory heads had to meet a production quota measured by weight of shipped products … and responded by building the world’s heaviest tractors.

Lehman continues to twist in the wind and is looking – urgently – for a buyer. The Bank of America has been mentioned. Why not? They’ve warmed up with Countrywide:

“This deal is so rancid and unpredictable,” said Christopher Whalen, managing director at the consulting firm Institutional Risk Analytics. “Bank of America’s executives can’t even articulate what the total liabilities from this deal are.”

Another possibility is for them simply to sell off their crown jewel, but there are financing problems:

Lehman Brothers Holdings originally sought to sell as much as 70% of its investment-management division but scaled that back to a sale of a 55% stake thinking that the private-equity firms mulling a bid would have trouble finding the financing for a bigger deal.

Final bids are due Friday, setting the stage for a weekend of wheeling and dealing if Lehman can fend off today’s brutal market evisceration of its stock, according to people familiar with the matter.

In a comment completely unrelated to Lehman, Blackstone Group COO Tony James said Wednesday that LBO financing has a hard limit of $5 billion these days.

A lot of European junk bond product is now classified as distressed:

More than 30 percent of European high-risk, high-yield bonds are trading at distressed levels, the most in five years, stoking speculation defaults will rise.

Investors demand an extra yield over government debt of more than 10 percentage points to hold 53 of the 169 bonds in Merrill Lynch & Co.’s Euro High Yield Constrained Index. That’s the biggest proportion of distressed debt since March 2003, in the aftermath of the Sept. 11 terror attacks and the dot-com crisis.

A surprisingly quiet day on the market, with very few issues trading in substantial size. PerpetualDiscounts eked out a small gain, closing with a pre-tax bid-YTW of 6.09%, equivalent to interest of 8.53% at the standard 1.4x tax-equivalency factor. Long corporates are at 6.20%, so the spread is still a relatively high 233bp.

Note that these indices are experimental; the absolute and relative daily values are expected to change in the final version. In this version, index values are based at 1,000.0 on 2006-6-30.
The Fixed-Reset index was added effective 2008-9-5 at that day’s closing value of 1,119.4 for the Fixed-Floater index.
Index Mean Current Yield (at bid) Mean YTW Mean Average Trading Value Mean Mod Dur (YTW) Issues Day’s Perf. Index Value
Ratchet N/A N/A N/A N/A 0 N/A N/A
Fixed-Floater 4.60% 4.62% 66,121 15.99 6 -0.3212% 1,112.2
Floater 4.39% 4.39% 47,885 16.66 2 +0.3578% 909.4
Op. Retract 4.94% 4.27% 127,059 3.15 14 +0.2362% 1,056.1
Split-Share 5.34% 5.84% 49,328 4.39 14 +0.0387% 1,046.1
Interest Bearing 6.41% 7.15% 51,746 5.19 2 +0.1576% 1,100.7
Perpetual-Premium 6.16% 5.52% 55,870 2.21 1 -0.0788% 1,006.9
Perpetual-Discount 6.02% 6.09% 183,203 13.76 70 +0.0156% 885.0
Fixed-Reset 5.07% 4.89% 1,284,065 13.99 8 +0.0001% 1,120.0
Major Price Changes
Issue Index Change Notes
ELF.PR.G PerpetualDiscount -2.5481% Now with a pre-tax bid-YTW of 7.04% based on a bid of 17.21 and a limitMaturity.
POW.PR.B PerpetualDiscount -1.0314% Now with a pre-tax bid-YTW of 6.18% based on a bid of 22.07 and a limitMaturity.
BCE.PR.Z FixFloat -1.0200%  
FFN.PR.A SplitShare -1.0152% Asset coverage of just under 1.9:1 as of August 31 according to the company. Now with a pre-tax bid-YTW of 5.80% based on a bid of 9.75 and a hardMaturity 2014-12-1 at 10.00.
PWF.PR.H PerpetualDiscount +1.2073% Now with a pre-tax bid-YTW of 5.99% based on a bid of 24.31 and a limitMaturity.
BMO.PR.K PerpetualDiscount +1.2087% Now with a pre-tax bid-YTW of 6.09% based on a bid of 21.77 and a limitMaturity.
BAM.PR.N PerpetualDiscount +1.2219% Now with a pre-tax bid-YTW of 7.08% based on a bid of 16.84 and a limitMaturity.
BAM.PR.J OpRet +2.2248% Now with a pre-tax bid-YTW of 6.02% based on a bid of 23.90 and a softMaturity 2018-3-30 at 25.00. Compare with BAM.PR.H (5.96% to 2012-3-30), BAM.PR.I (5.69% to 2013-12-30) and BAM.PR.O (7.60% to 2013-6-30).
BNA.PR.C SplitShare +2.3270% Asset coverage of 3.2+:1 as of August 29 according to the company. Now with a pre-tax bid-YTW of 9.18% based on a bid of 17.15 and a hardMaturity 2019-1-10 at 25.00. Compare with BNA.PR.A (6.34% to 2010-9-30) and BNA.PR.B (8.89% to 2016-3-25).
Volume Highlights
Issue Index Volume Notes
ENB.PR.A PerpetualDiscount 201,700 Nesbitt crossed 200,000 at 23.57. Now with a pre-tax bid-YTW of 5.87% based on a bid of 23.57 and a limitMaturity.
TD.PR.P PerpetualDiscount 201,000 Nesbitt crossed 200,000 at 23.30. Now with a pre-tax bid-YTW of 5.73% based on a bid of 23.23 and a limitMaturity.
CM.PR.K Fixed-Reset 94,320 New issue settled yesterday. CIBC crossed 50,000 at 24.93.
BNS.PR.R Fixed-Reset 43,400 New issue settled Tuesday. Scotia bought 19,400 from Nesbitt at 25.10.
BNS.PR.Q Fixed-Reset 23,445 RBC crossed 20,000 at 25.10.

There were six other index-included $25-pv-equivalent issues trading over 10,000 shares today.

Miscellaneous News

Global Scale for Municipal Credit Ratings a Bust?

Surprise, surprise.

PrefBlog reported on March 13 that Moody’s was going to assign Municipal credit ratings on its Global Scale, an idea I mocked at the time, with continued mockery in the post Municipal Ratings Scale: Be Careful What You Wish For!

Now Bloomberg is reporting:

The difference in borrowing costs for top-rated debt on the current municipal grading scale and A rated tax-exempt bonds in the $2.66 trillion municipal market has widened, rather than narrowed, leading up to when the new higher ratings take effect. The so-called spread has expanded to an average 60 basis points this month, according to Lehman data. A basis point is 0.01 percentage point.

Interest costs on 15-year debt for Nebraska’s largest public power utility, rated A1 on Moody’s municipal scale, have more than doubled from a year ago relative to top-rated tax-exempt bonds, climbing to 52 basis points, data compiled by Bloomberg and Municipal Market Advisors show.

“We have not witnessed any material tightening in the asset class as a result of the potential recalibration of muni ratings,” said Peter DeGroot, head of the municipal strategies group at New York-based Lehman.

Particularly funny is:

California Treasurer Bill Lockyer said in March that getting a Aaa rating may save taxpayers more than $5 billion over the life of the $61 billion in additional borrowing approved by voters. He also said the state paid $102 million from 2003 to 2007 to buy bond insurance, which would have been “unnecessary” if the state had a top rating.

California won a Aaa rating for its taxable debt in 2007, four grades higher than where Moody’s rates the most populous U.S. state on its municipal scale. Under the new system, the state may be rated instead at Aa2, based on the average, two grades below the top, said Tom Dresslar, Lockyer’s spokesman.

“They are not giving credit where credit is due,” Dresslar said. “The only promise we make to investors is that we will pay you your money on time and in full. California has never failed to do that.”

Many companies that have never yet defaulted on their debt have less than AAA ratings, Mr. Dressler!

And finally, a comment that is at least half-way sensible:

“The mapping of municipal credits to the global scale by Moody’s should have been done many years ago as the U.S. economy was growing strongly,” Mike Pietronico, chief executive officer of Miller Tabak Asset Management in New York, said in an e-mail. “We believe investors will balk at accepting lower yields with inflated ratings, and Moody’s has further damaged their franchise by bowing to political pressure.”

It’s too early to pronounce judgement regarding the effect of the Global Scale on municipal financing costs. The Global Scale isn’t even implemented yet and we are still experiencing interesting times. I suspect that it will not be possible to draw conclusions for at least ten years – long after the heroic politicians have been re-elected and the issue faded again into obscurity.

And I will also point out … I may be wrong on this! Maybe investors, as a class, are so utterly dumb that the cosmetic difference between the scales has had an effect that will unequivocably be shown to have increased the issuers’ expenses substantially.

But maybe it won’t. My concern about the issue is that there is very little public evidence that anybody has thought it through.

Market Action

September 10, 2008

The question of whether the functions of Central Bank and Bank Regulator should be combined or not has been often discussed on PrefBlog. Elsewhere, too, like Frankfurt, with remarks by Ms. Gertrude Tumpel-Gugerell of the ECB:

The main position at that time, which remains valid today, is that there is no optimal arrangement for the organisation of supervision at the national level. All organisational models – sectoral supervision, supervision by objectives, supervision in a single authority – can in principle work well or fail depending on circumstances. However, regardless of the model, it is important that there exists a very close and smooth interplay between the central banking and the supervisory function.

Provision of Emergency Liquidity Assistance is a clear point in case where central banks need supervisory information for decision-making. In this field, I believe that an important step forward is represented by the recent MoU on financial stability arrangement signed by the EU central banks, supervisors and ministries of finance in June 2008.

Finally, referring more to the supervisory domain but still linked to the central bank interest, the turmoil has evidenced the need for strengthening the macro-prudential dimension of regulation and supervision. This means the regulatory and supervisory requirements should be able to ensure adequate capital and liquidity buffers throughout the economic cycle. In this regard, the actual impact of the new capital adequacy regime under of Basel II will have to be monitored very closely.

Very bureaucratic! There isn’t the slightest hint of a recommendation in these remarks!

Lehman reported today:

Lehman Brothers Holdings Inc., reporting the biggest loss in its 158-year history, said it will sell a majority stake in its asset-management unit, spin off commercial real-estate holdings and cut the dividend in an effort to shore up capital and regain investor confidence.

There is little risk I can see that Lehman will flame out with the frightening speed of Bear Stearns – they have access to the discount window:

The program instituted in the aftermath of the Bear Stearns debacle, the Primary Dealer Credit Facility, could be used for funding while officials, regulators and executives find alternative sources of cash, Fed watchers said.

“The PDCF could be used to keep Lehman operating until a broader solution was found,” said Brian Sack, a former Fed research manager who’s now senior economist at Macroeconomic Advisers LLC in Washington. “The challenge is figuring out what the broader solution is.”

Lehman can borrow overnight from the central bank, with escalating costs if it keeps using the program. Because it’s a stopgap, speculation may mount that the government will again intervene to prevent a large financial company from failing, after the Bear Stearns rescue and takeovers of Fannie Mae and Freddie Mac.

Speaking of Fannie & Freddie, repercussions on the US preferred share market have been severe:

Prices of fixed-rate preferred stock fell an average of 9 cents to 71.5 cents on the dollar this week, according to Merrill Lynch & Co. index data, the biggest two-day drop in more than a decade. The 11 percent decline compares with a 1.4 percent drop in the Standard & Poor’s 500 index over the same time.

Sales of preferred securities in the U.S. have risen 48 percent this year to about $44 billion from more than $30 billion in the same period of 2007, according to data compiled by Bloomberg. The average yield as measured by the Merrill index has risen to 10.1 percent from 8.8 percent on Sept. 5 and 7.9 percent at the end of last year.

Accrued Interest surveys the wreckage and recommends buying mortgage-backeds, while Fannie Mae has announced a $7-billion 2-year issue of its own debt (which, as Accrued Interest pointed out, had a lot taken up by central banks) … and at the same time, Vivendi has cancelled an offering of $846-million 7-years. And another US banking company slashed its common dividend:

Synovus Financial Corp., owner of 35 banks in the Southeastern U.S., will cut 650 jobs, or about 9 percent of its staff, and reduce the dividend by 65 percent to preserve capital depleted by mortgage losses.

The bank will record $15 million in costs for the two-year plan in 2008 and another $6 million later, and expects it will add $75 million in annual pretax earnings, the Columbus, Georgia- based Synovus said today in a statement. The quarterly payout was lowered to 6 cents a share.

All this excitement leaves little time for regulatory grandstanding, but some of them manage it:

Bank of America Corp. will buy back $4.5 billion of auction-rate securities to settle a nationwide probe led by Massachusetts Secretary of State William Galvin into its sales and marketing of the failed debt.

Bank of America, one of the largest underwriters of the securities, will offer to redeem the securities from its customers between Oct. 1 and Dec. 31, it said in a statement today. The Charlotte, North Carolina-based bank said it expects to record a pretax charge of about $275 million in connection with the buybacks.

Nothing like a little extortion to spice up a regulator’s life, eh?

“Liquidity” has often been mentioned in this blog – there was a story on Bloomberg today highlighting its importance in the day-to-day mechanics of bond trading:

Trading in the corporate bond market has fallen a third after averaging $26 billion a day in the first eight months of 2007, according to Federal Reserve data on primary dealers.

The biggest bond dealers, including JPMorgan Chase & Co., and Citigroup Inc., aren’t committing as much cash to boost corporate-bond trading. That’s because they’re shoring up their capital after the collapse of the subprime-mortgage market spurred about $511.4 billion of writedowns and losses.

While corporate-bond trading is shrinking, average daily trading in government securities has risen to about $584 billion this year from $560 billion in the same period of 2007, Fed data show.

The decline in corporate-debt trading, known in market parlance as illiquidity, is prompting fund managers to demand higher compensation to buy new bonds, driving up borrowing costs for companies, including American Express Co. and Verizon Communications Inc., and reducing returns on existing securities.

PerpetualDiscounts moved solidly upward on a moderately busy day. Royal Bank issues took the spotlight, with high volume and strong performance.

Note that these indices are experimental; the absolute and relative daily values are expected to change in the final version. In this version, index values are based at 1,000.0 on 2006-6-30.
The Fixed-Reset index was added effective 2008-9-5 at that day’s closing value of 1,119.4 for the Fixed-Floater index.
Index Mean Current Yield (at bid) Mean YTW Mean Average Trading Value Mean Mod Dur (YTW) Issues Day’s Perf. Index Value
Ratchet N/A N/A N/A N/A 0 N/A N/A
Fixed-Floater 4.58% 4.60% 67,661 16.02 6 +0.0542% 1,115.8
Floater 4.35% 4.41% 49,798 16.50 2 +0.3699% 906.2
Op. Retract 4.94% 4.33% 129,253 3.31 14 -0.0947% 1,053.6
Split-Share 5.34% 5.84% 50,491 4.38 14 -0.0404% 1,045.7
Interest Bearing 6.42% 7.18% 53,108 5.20 2 -0.2088% 1,099.0
Perpetual-Premium 6.16% 5.48% 57,749 2.21 1 +0.0789% 1,007.7
Perpetual-Discount 6.02% 6.09% 187,147 13.75 70 +0.1386% 884.9
Fixed-Reset 5.07% 4.89% 1,306,083 13.99 7 +0.2054% 1,120.0
Major Price Changes
Issue Index Change Notes
BNA.PR.C SplitShare -1.4697% Asset coverage of 3.2+:1 as of August 29 according to the company. Now with a pre-tax bid-YTW of 9.48% based on a bid of 16.76 and a hardMaturity 2019-1-10 at 25.00. Compare with BNA.PR.A (6.31% to 2010-9-30) and BNA.PR.B (8.81% to 2016-3-25).
BAM.PR.K Floater -1.3670%  
CIU.PR.A PerpetualDiscount -1.2468% Now with a pre-tax bid-YTW of 6.11% based on a bid of 19.01 and a limitMaturity.
BAM.PR.I OpRet -1.1417% Now with a pre-tax bid-YTW of 5.68% based on a bid of 25.11 and a softMaturity 2013-12-30 at 25.00. Compare with BAM.PR.H (6.22% to 2012-3-30), BAM.PR.J (6.32% to 2018-3-30) and BAM.PR.O (7.48% to 2013-6-30).
TCA.PR.Y PerpetualDiscount -1.0471% Now with a pre-tax bid-YTW of 5.96% based on a bid of 47.25 and a limitMaturity.
RY.PR.C PerpetualDiscount +1.2448% Now with a pre-tax bid-YTW of 5.96% based on a bid of 19.52 and a limitMaturity.
CM.PR.G PerpetualDiscount +1.5173% Now with a pre-tax bid-YTW of 6.41% based on a bid of 21.41 and a limitMaturity.
PWF.PR.E PerpetualDiscount +1.6000% Now with a pre-tax bid-YTW of 6.07% based on a bid of 22.86 and a limitMaturity.
RY.PR.D PerpetualDiscount +1.7525% Now with a pre-tax bid-YTW of 5.94% based on a bid of 19.16 and a limitMaturity.
RY.PR.W PerpetualDiscount +1.9006% Now with a pre-tax bid-YTW of 5.94% based on a bid of 20.91 and a limitMaturity.
RY.PR.E PerpetualDiscount +1.9058% Now with a pre-tax bid-YTW of 5.91% based on a bid of 19.25 and a limitMaturity.
BAM.PR.B Floater +2.0408%  
Volume Highlights
Issue Index Volume Notes
BNS.PR.R Fixed-Reset 412,550 New issue settled yesterday. Thirteen blocks were traded, with Nesbitt very active; the two biggest were Nesbitt crossed 40,000 at 25.00 and 34,300 at the same price.
CM.PR.K Fixed-Reset 390,289 New issue settled today. Nine blocks; Nesbitt crossed 50,000 at 24.87 and anonymous (not necessarily the same anonymous on each side) crossed 28,000 at 24.80.
RY.PR.D PerpetualDiscount 76,872 Four blocks; each one was anonymous bought 10,000 from Nesbitt at 18.95. Now with a pre-tax bid-YTW of 5.94% based on a bid of 19.16 and a limitMaturity.
BAM.PR.O OpRet 61,175 Nesbitt bought 12,000 from National at 22.90. Now with a pre-tax bid-YTW of 7.48% based on a bid of 22.85 and a softMaturity 2013-6-30 at 25.00. ‘Get this thing off the shelves!’ comes the cry from Treasury! See above for comparators.
RY.PR.G PerpetualDiscount 59,370 National bought 20,000 from Anonymous at 19.00. Now with a pre-tax bid-YTW of 5.98% based on a bid of 19.03 and a limitMaturity.

There were twenty-four other index-included $25-pv-equivalent issues trading over 10,000 shares today.

Issue Comments

CM.PR.K Settles

The Canadian Imperial Bank of Commerce has announced:

it completed the offering of 12 million non-cumulative Rate Reset Class A Preferred Shares Series 33 (the “Series 33 Shares”) priced at $25.00 per share to raise gross proceeds of $300 million.

The offering was made through a syndicate of underwriters led by CIBC World Markets Inc. Following the successful sale of the initially announced 9 million Series 33 Shares, the underwriters exercised an option to purchase an additional 3 million shares. The Series 33 Shares commence trading on the Toronto Stock Exchange today under the ticket symbol CM.PR.K.

This issue was announced on August 27.

I must say, it looks like these things are easy to sell, despite the various doubts (which include my own!), given that the $75-million greenshoe was fully exercised.

The issue traded 390,289 shares today in a range of 24.80-00, closing at 24.95-97, 30×8.

CM.PR.K has been added to the HIMIPref™ Fixed-Reset Index.

Market Action

September 9, 2008

In the wake of the Fannie & Freddie rescue comes the news that CDSs on Treasuries are rising:

Contracts on U.S. government debt increased 3.5 basis points to a record 18 basis points, up from 6 basis points in April, according to CMA Datavision prices for five-year credit-default swaps at 4 p.m. in London. Credit-default swaps on German government bonds cost 8 basis points and Japanese bonds 16.5 basis points.

I’m not sure what constitutes a “credit event” under these swaps.

The article makes another point that is being lost amidst the hand-wringing:

The U.S. budget deficit will grow next year to $438 billion, the Congressional Budget Office said today, making it harder for President George W. Bush’s successor to either cut taxes or increase spending.

The CBO Report states:

CBO expects the deficit to rise from 1.2 percent of GDP in 2007 to 2.9 percent this year (see Summary Table 1). The significant expansion in the deficit is the result of a substantial increase in spending and a halt in the growth of tax revenues. In 2008, CBO estimates, federal spending will be 8.3 percent higher than in 2007; at the same time, total revenues will probably be less than they were in 2007.

The CBO Report Web-Page has links to various tables and supporting/extracted data … and even to the CBO Director’s Blog! Geez, you know, my respect for American institutions has been monotonically increasing for the last twenty years, at least. They do things so well there! Too bad their politics is so … um … well, what with the deficit being up so much, maybe it’s time to cut taxes again!

Anyway … my point is: even if Poole’s estimate of $300-billion in Fannie/Freddie costs is correct, that’s still less than a bad year’s deficit. Armageddon is only one year closer. As I have said before, the US will eventually hit the wall on debt, just the way Canada hit the wall in 1994. Hitting the wall caused Canadians fiscal pain, but we got out from under the monster and are now pillars of fiscal rectitude – even with “What debt?” Harper in command. Old what-debt’s policies are indicative of a weakening of resolve, but I wouldn’t have expected 1994’s dose of reality to last more than 20 years anyway; but the point is that the US will eventually hit the wall, raise taxes, cut spending, get their house in order and move on.

I was pleased when Treasury took my advice regarding the structuring of the GSE rescue, but they didn’t follow my instructions of September 5:

I continue to feel that nothing should happen until the GSEs either fall below their regulatory minimum capital (a la IndyMac), or become unable to finance themselves in a normal commercial manner (a la Bear Stearns).

Any GSE bail-out will be politically divisive enough; to take action before the last minute will simply exacerbate the attention paid to side issues while increasing the potential for future moral hazard without providing a solution that is necessarily any more effective.

Instead, they went ahead when it was still possible to argue the companies could survive on a stand-alone basis. So now the squabbling over side issues has started:

Senator Jim Bunning said Treasury Secretary Henry Paulson, by rescuing Fannie Mae and Freddie Mac, is acting like China’s finance minister and both Paulson and Federal Reserve Chairman Ben S. Bernanke should step down.

“We no longer have a free market in the United States, we have a government controlled free market,” Bunning said in an interview. Paulson, a former chief executive officer of Goldman Sachs Group Inc., “is acting like the minister of finance in China.”

So now we’re headed for twenty years’ worth of idealogical bickering, instead of concentrating on what constitutes – or should constitute – 90% of government business: What’s gonna work best?

Naked Capitalism reprints an opinion piece by Ken Rogoff:

If central banks are faced with a massive hit to their balance sheets, it will not necessarily be the end of the world. It has happened before – for example, during the financial crises of the 1990s. But history suggests that fixing a central bank’s balance sheet is never pleasant. Faced with credit losses, a central bank can either dig its way out through inflation or await recapitalisation by taxpayers. Both solutions are extremely traumatic.

Raging inflation causes all kinds of distortions and inefficiencies. (And don’t think central banks have ruled out the inflation tax. In fact, inflation has spiked during the past year, conveniently facilitating a necessary correction in the real price of houses.) Taxpayer bailouts, on the other hand, are seldom smooth and inevitably compromise central bank independence.

Well, there is one other solution, technically. If you want to spend money you can:

  • Tax it
  • Print it
  • Borrow it

After a period of massive expansion during which the financial services sector nearly doubled in size, some retrenchment is natural and normal. The sub-prime mortgage loan problem triggered a drop in some financial institutions’ key lines of business, particularly their opaque but extremely profitable derivatives businesses. Some shrinkage of the industry is inevitable. Central banks have to start fostering consolidation, rather than indiscriminately extending credit.

Quite true – as was first stated by Bagehot. As the turmoil decreases, the central banks should be tightening the screws, with the “penalty rate” on discount-window (including the new menagerie of special facilities) becoming more penalizing. I don’t think we’re there yet … but I suggest that bank investors should be keeping a sharp eye on their ratios and favouring banks that have, or a building up, large war chests for acquisitions in the coming buyers’ market.

As it is, shareholders are being punished in the usual fashion – huge dilution, unrealized capital losses, lower dividend expectations – and it’s only a matter of degree. It seems to me that Lehmann shareholders aren’t exchanging high-fives about putting one over the authorities:

Lehman Brothers Holdings Inc. fell as much as 43 percent in New York trading after talks about a capital infusion from Korea Development Bank ended. The Wall Street firm is continuing to negotiate with other potential investors, a person briefed on the matter said.

The lack of a deal “is depressing shareholders and infuriating insiders,” said Richard Bove, an analyst at Ladenburg Thalmann & Co., in a report today. The bank “refuses to take what it believes are fire-sale prices for its key assets,” he said.

In the Everything Bad Always Happens at the Worst Time Department, we have issuer-side damage estimates from the Auction Rate Securities mess:

The collapse of the market for auction-rate bonds put New York state in the same position as millions of homeowners whose adjustable-rate mortgages reset: It wanted to refinance.

The state had $4 billion in debt with interest rates, set in periodic auctions, that soared as high as 14.2 percent after bidders vanished in February. That was more than triple the January average. The cost to taxpayers rose even more when the state’s first option, replacing auction-rate debt with variable- rate bonds, wasn’t available for the full amount.

Taxpayers and not-for-profit institutions across the U.S. are on the hook for the same kinds of fees and added interest as New York. The bill for replacing the $166 billion in auction- rate debt may top $7 billion, not counting extra interest, based on New York’s expenses. Most of that money is going to the same banks that created and controlled the auction market.

“It’s unfortunate that borrowing costs will rise at the very time the state plans to increase bond sales and the budget is under stress,” said Elizabeth Lynam, deputy research director at the Citizens Budget Commission in New York, a business-funded group that monitors state and city fiscal issues.

PerpetualDiscounts were down a tad on the day, but nobody noticed since Energy & Materials equities got slaughtered. The fund is doing quite well, solidly positive on the month to date and handsomely outperforming CPD … which I use as a handy external benchmark.

Note that these indices are experimental; the absolute and relative daily values are expected to change in the final version. In this version, index values are based at 1,000.0 on 2006-6-30.
The Fixed-Reset index was added effective 2008-9-5 at that day’s closing value of 1,119.4 for the Fixed-Floater index.
Index Mean Current Yield (at bid) Mean YTW Mean Average Trading Value Mean Mod Dur (YTW) Issues Day’s Perf. Index Value
Ratchet N/A N/A N/A N/A 0 N/A N/A
Fixed-Floater 4.59% 4.60% 65,106 16.02 6 -0.3942% 1,115.2
Floater 4.36% 4.42% 50,312 16.48 2 +0.0525% 902.9
Op. Retract 4.93% 4.31% 127,523 3.25 14 +0.0992% 1,054.6
Split-Share 5.33% 5.84% 50,941 4.33 14 -0.1975% 1,046.1
Interest Bearing 6.41% 7.14% 53,419 5.20 2 -0.4652% 1,101.3
Perpetual-Premium 6.16% 5.51% 58,299 2.22 1 -0.1968% 1,006.9
Perpetual-Discount 6.02% 6.10% 187,131 13.74 70 -0.0811% 883.6
Fixed-Reset 5.04% 4.87% 1,108,592 13.86 7 +0.0134% 1,117.7
Major Price Changes
Issue Index Change Notes
GWO.PR.I PerpetualDiscount -2.0063% Now with a pre-tax bid-YTW of 6.08% based on a bid of 18.56 and a limitMaturity.
MFC.PR.C PerpetualDiscount -1.9707% Now with a pre-tax bid-YTW of 5.83% based on a bid of 19.40 and a limitMaturity.
PWF.PR.E PerpetualDiscount -1.7896% Now with a pre-tax bid-YTW of 6.18% based on a bid of 22.50 and a limitMaturity.
SLF.PR.C PerpetualDiscount -1.3249% Now with a pre-tax bid-YTW of 6.00% based on a bid of 18.62 and a limitMaturity.
SBC.PR.A SplitShare -1.2733% Asset coverage of 2.0+:1 as of September 4, according to Brompton Group. Now with a pre-tax bid-YTW of 5.28% based on a bid of 10.08 and a hardMaturity 2012-11-30 at 10.00.
BSD.PR.A InterestBearing -1.0917% Asset coverage of just under 1.6:1 as of September 5, according to Brookfield Funds. Bet it’s less now – they have lots of energy! Now with a pre-tax bid-YTW of 7.91% based on a bid of 9.06 and a hardMaturity 2015-3-31 at 10.00.
CM.PR.D PerpetualDiscount +1.7473% Now with a pre-tax bid-YTW of 6.43% based on a bid of 22.71 and a limitMaturity.
Volume Highlights
Issue Index Volume Notes
BNS.PR.R Fixed-Reset 782,940 New issue settled today. Seventeen blocks changed hands and I’m not going to list them all. The two largest were National Bank, crossing 135,000 at 24.99 and Nesbitt crossing 100,000 at 24.94.
RY.PR.G PerpetualDiscount 232,171 CIBC crossed 148,000 at 18.92, then 52,000 at the same price. Almost certainly related to the trades in RY.PR.B, below. Now with a pre-tax bid-YTW of 6.01% based on a bid of 18.91 and a limitMaturity.
RY.PR.B PerpetualDiscount 206,000 CIBC crossed 148,000 at 19.65 and 51,800 at the same price. Almost certainly related to the trades in RY.PR.G, above. Now with a pre-tax bid-YTW of 6.03% based on a bid of 19.70 and a limitMaturity.
L.PR.A Scraps (would be OpRet, but there are credit concerns) 105,903 CIBC bought 10,000 from TD at 22.35 and 14,700 from anonymous at the same price. Now with a pre-tax bid-YTW of 8.30% based on a bid of 22.37 and a softMaturity 2015-7-30 at 25.00. Assiduous Reader adrian2 gets his wish and the Loblaws issue – very poorly received when issued in June – makes it on the board (again!) despite its less-than-stellar credit. After two-plus months of trying, the underwriters have found a level where this thing will sell … and that they’re under the gun to get it off the shelf well before bank year end in October.
BAM.PR.O OpRet 53,220 RBC crossed 25,000 at 22.90. Now with a pre-tax bid-YTW of 7.41% based on a bid of 22.91 and optionCertainty 2013-6-30 at 25.00. Compare with BAM.PR.H (6.25% to 2012-3-30), BAM.PR.I (5.42% to 2013-12-30) and BAM.PR.J (6.36% to 2018-3-30) … well … looks to me like they finally found their level and this is the inventory blow-out special!
RY.PR.C PerpetualDiscount 36,700 RBC crossed 25,000 at 19.25. Now with a pre-tax bid-YTW of 6.03% based on a bid of 19.28 and a limitMaturity.

There were nineteen other index-included $25-pv-equivalent issues trading over 10,000 shares today.

Issue Comments

BNS.PR.R Settles in on Big Volume

Scotiabank has announced:

that it has completed the domestic offering of 12 million, non-cumulative 5-year rate reset preferred shares Series 22 (the “Preferred Shares Series 22”) at a price of $25.00 per share. The gross proceeds of the offering were $300 million.

The offering was made through a syndicate of investment dealers led by Scotia Capital Inc. The Preferred Shares Series 22 commence trading on the Toronto Stock Exchange today under the symbol BNS.PR.R.

I was somewhat surprised to see that the issue size was $300-million, since the original announcement was for $200-million with a $50-million greenshoe, but SEDAR reveals (“Bank of Nova Scotia, The”, “August 27, 2008”, “Underwriting or Agency Agreement”):

The Bank now wishes to offer to the Underwriters, and the Underwriters now wish to purchase from the Bank, an additional 4,000,000 Preferred Shares Series 22 at a price of $25.00 per Preferred Share Series 22.

So it would appear they had no trouble at all getting it off the shelf!

The issue traded 782,940 shares today in a range of 24.86-00, closing at 24.97-99, 100×400.

BNS.PR.R has been added to the HIMIPref™ Fixed-Reset Index.

Issue Comments

BSC.PR.A: Partial Call for Redemption

BNS Split Corp. II has announced:

that it has called 293,090 Preferred Shares for cash redemption on September 22, 2008 (in accordance with the Company’s Articles) as a result of the special annual retraction of 1,033,050 Capital Shares by the holders thereof. The Preferred Shares shall be redeemed on a pro rata basis, so that each holder of Preferred Shares of record on September 19, 2008 will have approximately 12.294% of their Preferred Shares redeemed. The redemption price for the Preferred Shares will be $20.83 per share.

Holders of Preferred Shares that are on record for dividends but have been called for redemption will be entitled to receive dividends thereon which have been declared but remain unpaid up to but not including September 22, 2008.

Payment of the amount due to holders of Preferred Shares will be made by the Company on September 22, 2008. From and after September 22, 2008 the holders of Preferred Shares that have been called for redemption will not be entitled to dividends or to exercise any right in respect of such shares except to receive the amount due on redemption.

There was a similar partial call last September.

BSC.PR.A is not tracked by HIMIPref™.

Issue Comments

RPA.PR.A / RPB.PR.A / RPQ.PR.A Hit by FannieFreddieFiasco

The companies, which share a common manager/sponsor have announced:

On Sunday the US federal government announced its intention to place government sponsored entities (“GSEs”) Fannie Mae and Freddie Mac (both rated AAA by Standard & Poor’s) under conservatorship. The government’s actions, taken through the Federal Housing Finance Agency, the US Department of the Treasury and the Federal Reserve, are intended to reduce risk in the mortgage financing market.

The use of a conservatorship as the vehicle by which to carry out the changes, however, has potential consequences for ROC Pref II Corp.(“ROC II”), ROC Pref III Corp. (“ROC III”), and Connor, Clark & Lunn ROC Pref Corp. (“ROC IV” and collectively “the ROCs”) which have exposure to both Fannie Mae and Freddie Mac in their respective Reference Portfolios. As discussed in greater detail below, based on current information, we believe the impact on ROC II and ROC IV will be minimal. The impact on ROC III, however, could be more significant.

In the credit default swap (“CDS”) market, contracts are written using standardized language as set out by the International Swaps and Derivatives Association (ISDA). The ROCs apply this standard set of terms. Under ISDA terms, conservatorship is included as part of the definition of a credit event and therefore the government’s actions could be construed as a credit event that would impact the ROCs. Most large investment banks who are ISDA members have disclosed to ISDA that they interpret the conservatorship to be a credit event under the ISDA definitions. ISDA has announced that, after consultation with industry participants, it will launch a protocol to facilitate settlement of credit derivative trades involving Fannie Mae and Freddie Mac. ISDA will publish further details in due course.

The net economic impact of the government’s actions was to decrease the risk of default on the senior debt of the GSEs and there are some differences between this circumstance and the actions of a typical conservatorship, therefore we believe that there will be substantial on-going discussions regarding the impact of these actions on the CDS market in general and the fixed recovery rate swaps in particular. As of the time of this release the ROCs have not received a credit event notice.

If the dealers who issued the credit linked notes pertaining to the ROCs interpret this event as a credit event, ROC II and ROC IV would likely experience minimal impact given the recovery rate is expected to be in the 95% to 100% range. ROC III [RPB.PR.A] however, has a fixed recovery rate feature which, in the case of a typical credit event, would limit the recovery rate to the fixed level of 40%. Fixed recovery rates were a feature that was commonly used in the CDS marketplace at the time that ROC III shares were issued. The rating agencies preferred the additional level of certainty that fixed recovery rate swaps provided investors by taking away the risk of very low recovery levels.

CDS Recovery Locks have been discussed on PrefBlog.

RPA.PR.A was last discussed on PrefBlog when it sustained a credit event from Quebecor World.

RPB.PR.A was placed on Credit-Watch Negative in June. In a development not reported by PrefBlog, it was taken off credit watch and affirmed at P-2(low) in August.

RPQ.PR.A was downgraded in May.

None of these issues are tracked by HIMIPref™.

Miscellaneous News

DiversiCapital Pulls Split-Share Offering

DBRS has announced it:

has today discontinued its provisional rating on the Preferred Shares offered by DiversiCAPITAL Global Dividend Split Corp. (the Company) because the minimum offering of shares of the Company was not achieved.

According to the Confidential Information Memorandum:

This memorandum is confidential and for the use of selling group members only. The contents are not to be reproduced or distributed to the public or press.

Oops, I didn’t mean to quote that part of the confidential information memorandum I found on the web via google, I meant to quote this part:

Preferred Shares: Approximately $40 million. Class A Shares: Approximately $60 million.

The Company has been created to provide investors with an opportunity to gain exposure to an actively managed, globally-diversified portfolio comprised primarily of equity securities of dividend-paying issuers selected by the Manager. The Company will invest in dividend-paying equity securities (“Dividend-Paying Equities”) of issuers (“Dividend-Paying Issuers”) that the Manager believes are trading at a discount to their intrinsic value and have strong cash flows and the ability to grow their dividends. Investors in the Company’s Class A Shares will receive leveraged exposure to the performance of the Dividend-Paying Issuers, including increases or decreases in the value of their equity securities and increases or decreases in the dividends paid on such securities. Investors in the Company’s Preferred Shares will receive attractive quarterly distributions on a fixed, cumulative and preferential basis.

diversiCAPITAL is a wholly-owned subsidiary of DundeeWealth Inc.