Issue Comments

DFN.PR.A Announces Reopening via Rights Issue

Dividend 15 Spit Corp. has announced:

that it will issue rights (“Rights”), to all Class A Shareholders. Each Class A Shareholder will be entitled to receive one Right for each Class A Share held as of the record date of May 2, 2008. Four Rights will entitle the holder to purchase a Unit consisting of one Class A Share and one Preferred Share for $24.25. The Rights will expire at 4:00 p.m. (local time) on Monday June 30, 2008, the expiry date. If all the Rights are exercised the Company will issue approximately 2,549,967 Units and will receive net proceeds of $60,972,000. The net proceeds from the subscription of Units will be used to acquire additional securities in accordance with the Company’s Investment objectives. By raising additional cash through this offering it allows the Company to capitalize on certain attractive investment opportunities that may arise over the next few months.

The exercise price is set at a premium to the most recently published net asset value per Unit. On that basis, if the exercise price remains above the most recently published net asset value, the exercise of the rights would be accretive to existing shareholders on a net asset value basis. In addition, if the full subscription was exercised the offering could increase the trading liquidity of the Company and reduce the management expense ratio.

Both the Preferred Shares and Class A Shares trade on the Toronto Stock Exchange (the “TSX”) under the symbol “DFN.PR.A” and “DFN” respectively. The Rights will be listed on the TSX under the ticker symbol DFN.RT. It is expected that Rights will commence trading on May 2, 2008 and continue trading until 12:00 noon (EST) on June 30, 2008.

The Company was created to provide investors with a high quality portfolio of leading Canadian dividendyielding stocks. The Company invests in: Bank of Montreal, Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada, Toronto-Dominion Bank, National Bank of Canada, CI Fund Management, BCE Inc., Dofasco Inc., Enbridge Inc., Falconbridge, TELUS Corporation, The Thomson Corporation, TransAlta Corporation, TransCanada Corporation. Shares held within the portfolio are expected to range between 4-8% in weight but may vary at any time. The Class A shareholders receive monthly distributions of $1.20 per share annually. The Preferred Share holder receives $0.525 per share annually. The company offers a low management fee and opportunity for growth in the net asset value.

The NAV of a DFN / DFN.PR.A Unit was $23.87 on April 15; DFN closed today on the TSX at 14.60-77, 10×3; DFN.PR.A closed at $10.18-30. The company is attempting to take advantage of the market premium!

This is similar to the Reopening of DFN.PR.A last June.

Market Action

April 22, 2008

Accrued Interest has reluctantly called a bottom in the credit markets:

But yeah, if you stick a gun to my head, I’d say we’ve seen the wides in credit spreads. Not because the economic problems are solved, but because liquidity has improved to the point that people are willing to be opportunistic. That will put a lid on how far investment-grade names will move before yield hungry investors come in. Issuers will be able to come to market with new issues, and the wheels of the credit market will continue to churn.

Meanwhile, today is the day that the CBOT officially attempts to find out why the basis on grain futures isn’t going to zero during the delivery period, as mentioned April 17. Naked Capitalism republishes a NYT article on the issue which suggests:

Mr. Grieder’s crop insurance premiums rise with the volatility. So does the cost of trading in options, which is the financial tool he has used to hedge against falling prices. Some grain elevators are coping with the volatility and hedging problems by refusing to buy crops in advance, foreclosing the most common way farmers lock in prices.

Futures, for example, are less reliable. They work as a hedge only if they fall due at a price that roughly matches prices in the cash market, where the grain is actually sold. Increasingly — for disputed reasons — grain futures are expiring at prices well above the cash-market price.

When that happens, farmers or elevator owners wind up owing more on their futures hedge than the crops are worth in the cash market.

John Fletcher, a grain elevator operator in Marshall, Mo., started pressing the C.B.O.T. to address the flaws of futures contracts almost two years ago — even before his futures hedge on a million bushels of soybeans failed to fully protect him last September, hitting him with a cash loss of $940,000.

Frustrated over the flawed futures contract, Mr. Fletcher is voting with his feet. Last year, he entered into a contract with A.I.G. Financial Products, a leading sponsor of commodity index funds, which allows him and the index fund to hedge their risks without using the C.B.O.T.

Instead of using futures or options, A.I.G. simply buys the commodity directly from Mr. Fletcher, who stores it for a fee and buys it back six months later. His storage fee is lower than the one built into the C.B.O.T. contract, so A.I.G. pays less for its stake in the market. And he has a hedge he can rely on.

In a strong indication that Canadian banks are using their strong balance sheets to sniff around in the States, BMO has announced:

a definitive agreement today to acquire Chicago-based Griffin, Kubik, Stephens & Thompson Inc. (GKST). The acquisition will make BMO Capital Markets the sixth-largest bank qualified municipal bond dealer in the United States and the largest in Illinois, greatly accelerating BMO’s national presence in the municipal bond market.

Good for them! It would appear that the BNS / National City rumours discussed on April 11 have come to nothing:

Cleveland-based National City, Ohio’s biggest bank, agreed yesterday to sell a $7 billion stake to a group led by Corsair Capital LLC.

National City agreed to sell the Corsair stake at a discount to market price, and increased the size of the offering after finding strong demand. The move, which may dilute existing shareholders by more than 50 percent, sent the stock plummeting almost 28 percent and drew complaints from investors who asked during a conference call whether there wasn’t “a more palatable alternative.”

The bank had to raise enough capital “to stabilize our debt ratings, beyond a shadow of a doubt,” National City Chief Executive Officer Peter Raskind responded, citing speculation about the bank’s condition. “We had counterparties who were uncomfortable interacting with us. That had to stop.”

Royal Bank of Scotland is also raising capital:

Royal Bank of Scotland Group Plc, the U.K. lender reeling from asset writedowns, will sell 12 billion pounds ($24 billion) of shares to investors in Europe’s largest rights offer and cut the dividend.

RBS plans to raise its Tier 1 capital ratio, a measure of capital strength, to more than 8 percent from 7.3 percent and the core equity Tier 1 ratio to more than 6 percent from 4.5 percent by the end of the year, the bank said.

Good for them for doing it by a rights offering! It’s much fairer to existing investors, although I suppose it’s a little more expensive and slower.

Merrill has also joined the parade:

Merrill Lynch & Co., the third- biggest U.S. securities firm, plans to raise at least $7.3 billion by selling bonds and preferred shares after writing down the value of $6.5 billion of assets.

The firm today began offering $7 billion of senior unsecured notes in its biggest debt offering, luring investors with yields over Treasuries that would be as much as triple what it paid a year ago. Merrill is also selling at least $300 million of perpetual preferred shares that yield about 8.625 percent.

It should be noted, however, that the $7-billion headline number addresses liquidity issues, not equity; the preferred share issue is picayune.

I must say, it’s very pleasant for a fixed income guy to see the equity crowd get hit for a change. The last ten years have been all too often in the other direction.

There might be some adjustment to Regulation FD in the future – this is the source of National Policy 51-201, which states that Credit Rating Agencies may have access to material non-public information. Chairman Cox of the SEC said in testimony to the Senate Banking Committee:

To enhance transparency, the Commission may soon consider new rules that would require the disclosure of information about the assets underlying the mortgage-backed securities, CDOs, and other types of structured finance products they rate. This would allow market participants to better analyze the assets underlying structured securities, and reach their own conclusions about their creditworthiness. This data availability could particularly benefit subscriber-based NRSROs, who could use it to perform independent assessments of the validity of the ratings by their competitors who use the “issuer pays” model.

Further improvements in transparency could be considered in the form of enhanced disclosures about how NRSROs determine their ratings for structured products. This disclosure could include the manner of analysis of the mortgages’ conformance with underwriting standards, and the firms’ procedures for monitoring their current credit ratings.

The Commission may also consider rules requiring the disclosure of ratings information in a way that makes it possible for investors to readily distinguish among ratings for different types of securities, such as structured products, corporate securities, and municipal securities.

This is rather convoluted, frankly. The ratings agencies don’t release material non-public data because it’s non-public. The company or issuer makes the decision (subject to the SEC’s disclosure rules) regarding what’s public and what ain’t. All I can imagine is that the intended purpose of the rules the SEC is considering is to get disclosure by the back door … for one reason or another, the issuer can’t (or won’t) be forced by the SEC to disclose data, but the NRSRO’s will be … thus, if the information is to be kept out of the public domain, the company will have to forgo a NRSRO credit rating, which will (presumably) make the issue a much harder sell. If anybody has a better explanation, say so in the comments!

Following the BoC’s easing to 3.00% overnight rate, TD was the first major to cut Prime, although they were behind CCDQ. The second major was RY, followed by BMO, then BNS.

Another poor day for preferred shares, as PerpetualDiscounts are now yielding 5.73%, interest equivalent (at 1.4x) of 8.02%. Given that long corporates now yield about 6.1%, this represents spread maintenance against the competition.

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
Index Mean Current Yield (at bid) Mean YTW Mean Average Trading Value Mean Mod Dur (YTW) Issues Day’s Perf. Index Value
Ratchet 5.05% 5.10% 30,137 15.3 2 +0.1023% 1,092.8
Fixed-Floater 4.76% 5.12% 62,341 15.35 8 +0.4254% 1,050.7
Floater 5.00% 5.04% 65,070 15.43 2 -0.2570% 834.1
Op. Retract 4.85% 3.37% 87,119 2.97 15 +0.1743% 1,050.0
Split-Share 5.34% 5.86% 85,954 4.07 14 +0.2117% 1,036.0
Interest Bearing 6.15% 6.15% 63,215 3.88 3 +0.3750% 1,102.4
Perpetual-Premium 5.92% 5.63% 184,018 7.34 7 +0.0287% 1,017.5
Perpetual-Discount 5.70% 5.73% 313,099 13.91 64 -0.2596% 916.2
Major Price Changes
Issue Index Change Notes
SLF.PR.D PerpetualDiscount -2.2113% Now with a pre-tax bid-YTW of 5.65% based on a bid of 19.90 and a limitMaturity.
SLF.PR.E PerpetualDiscount -1.7552% Now with a pre-tax bid-YTW of 5.64% based on a bid of 20.15 and a limitMaturity.
HSB.PR.D PerpetualDiscount -1.6275% Now with a pre-tax bid-YTW of 5.79% based on a bid of 21.76 and a limitMaturity.
BNS.PR.J PerpetualDiscount -1.5900% Now with a pre-tax bid-YTW of 5.56% based on a bid of 23.52 and a limitMaturity.
BAM.PR.B Floater -1.4462%  
BMO.PR.J PerpetualDiscount -1.2961% Now with a pre-tax bid-YTW of 5.79% based on a bid of 19.80 and a limitMaturity.
TCA.PR.X PerpetualDiscount -1.2205% Now with a pre-tax bid-YTW of 5.72% based on a bid of 48.56 and a limitMaturity.
BSD.PR.A InterestBearing +1.1518% Asset coverage of just under 1.7:1 as of April 18, according to the company. Now with a pre-tax bid-YTW of 6.79% (mostly as interest) based on a bid of 9.66 and a hardMaturity 2015-3-31 at 10.00.
BCE.PR.G FixFloat +1.2059%  
IAG.PR.A PerpetualDiscount +1.2573% Now with a pre-tax bid-YTW of 5.55% based on a bid of 20.94 and a limitMaturity.
BCE.PR.I FixFloat +1.5658%  
BAM.PR.H OpRet +1.8482% Now with a pre-tax bid-YTW of 4.81% based on a bid of 25.90 and a call 2009-10-30 at 25.50. Compare with BAM.PR.I (5.23% to 2013-12-30) and BAM.PR.J (5.48% to 2018-3-30)
FTU.PR.A SplitShare +2.3864% Asset coverage of 1.4+:1 as of April 15, according to the company. Now with a pre-tax bid-YTW of 7.99% based on a bid of 9.01 and a hardMaturity 2012-12-1 at 10.00.
Volume Highlights
Issue Index Volume Notes
TD.PR.R PerpetualDiscount 116,259 Now with a pre-tax bid-YTW of 5.69% based on a bid of 24.91 and a limitMaturity.
GWO.PR.I PerpetualDiscount 57,900 CIBC crossed 50,000 at 20.38. Now with a pre-tax bid-YTW of 5.58% based on a bid of 20.38 and a limitMaturity.
TD.PR.Q PerpetualPremium (for now!) 56,000 Nesbitt crossed 50,000 at 25.00. Now with a pre-tax bid-YTW of 5.64% based on a bid of 24.91 and a limitMaturity.
RY.PR.C PerpetualDiscount 35,110 Now with a pre-tax bid-YTW of 5.70% based on a bid of 20.18 and a limitMaturity.
RY.PR.B PerpetualDiscount 25,400 Nesbitt crossed 10,000 at 20.68. Now with a pre-tax bid-YTW of 5.70% based on a bid of 20.65 and a limitMaturity.

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

Interesting External Papers

OSFI to Media: Think! Please!

Tireless researchers in Prefblog’s Department of the Completely Obvious have discovered a little known fact, released today (perhaps inadverdently) by the OSFI:

OSFI’s role is to help promote a safe and sound banking sector in Canada, to the benefit of all Canadians, especially depositors. This means that when Canadians deposit money into their bank accounts, they expect that the money will be safe, secure and available when they need access to it.

OSFI does not oversee the firms that created the non-bank ABCP, so these firms are not subject to OSFI capital guidelines (such as OSFI guideline B-5). OSFI guidelines also do not apply to the offshore banks that negotiated the bulk of the liquidity lines to non-bank ABCP conduits; they are subject to the capital rules of their home countries.

OSFI has also released a backgrounder on its role as related to ABCP:

In 1988 — 20 years ago — the first international capital agreement (Basel I) was reached. As part of that agreement, all lending commitments of a duration of less than one year carried a zero capital charge (i.e. banks did not need to set aside capital for those commitments). The thinking was that short-term obligations are less risky than long-term obligations.

After the Basel I agreement was struck, securitization started to grow rapidly and OSFI became concerned about increasing risk to the banking sector. OSFI was especially concerned about the fact that no capital was being held for some types of liquidity lines, under which banks would lend to conduits with deteriorating asset quality or buy problem assets from the conduit. These liquidity lines, known as “global style lines”, would ensure that if the cash flow to investors was impaired for virtually any reason, the bank would provide cash to the conduit so that investors would be paid. OSFI took the position, as it does for all credit risk, that capital was needed to back the risk. This was at a time when other regulators still had no capital charges for liquidity lines under the 1988 Basel 1 Accord.

OSFI also took the position that it would only continue to support a zero capital charge if the liquidity line was for pure liquidity purposes. Such liquidity lines already existed. A pure liquidity line, subsequently known as a “general market disruption” line, was considered to be a line that could only be drawn if the entire market was subject to an event that caused problems to the normal functioning of all conduits and thus prevented rollovers (i.e. investors could not buy assetbacked commercial paper, even though they might want to do so, signifying that asset quality was not the source of the disruption). It was thought that such a disruption might include a 9/11-type event.

Most of this is a reprise of the Dickson speech from last fall, but Ace Reporters at Canada’s Business Newspaper thought it would be more fun to whip up hysteria than to report facts. A comparison with American practice – not as prudent as OSFI’s approach, for quite some time – is available on PrefBlog.

As for the future:

OSFI and its international counterparts, via the Basel Committee, announced on April 16, 2008, steps being taken to make the banking system even more resilient to financial shocks, including increasing capital requirements for securitization products that are based on complex structured products (called Collateralized Debt Obligations of Asset-Backed Securities), which have produced the majority of losses globally. The Committee also announced it will be enhancing the capital treatment for liquidity facilities to support ABCP. OSFI has recommended, as part of that process, that the zero capital charges for market disruption liquidity lines be removed.

OSFI has recommended that, in the future, there be a capital charge for any liquidity support provided to ABCP conduits and that more work be undertaken by Basel Committee members, including Canada, to determine the appropriate capital charges. In the meantime, the 10 percent risk weight OSFI established for global lines in 2004 was increased to 20 percent, as of November 1, 2007, as part of the new Basel 2 framework. Since all liquidity lines offered by Canadian banks are now global style lines, they all carry a capital charge.

I wonder what Canada’s National Newspaper and various self-styled Investor Advocates will make of this. As PrefBlog’s Assiduous Readers are aware, an “Investor Advocate” is somebody who knows nothing and cares less.

The press release regarding Basel 2 changes is light on specifics, but provides an indication of direction:

The Committee is introducing a number of measures to help ensure sufficient capital, to capture off-balance sheet exposures more effectively and to improve regulatory capital incentives.

In particular, the Committee will revise the Framework to establish higher capital requirements for certain complex structured credit products, such as so-called “resecuritisations” or CDOs of ABS, which have produced the majority of losses during the recent market turbulence. It will strengthen the capital treatment of liquidity facilities extended to support off-balance sheet vehicles such as ABCP conduits. More detailed proposals will be published later this year.

The Committee will strengthen the capital requirements in the trading book. Global banks’ trading assets have grown at double digit rates in recent years, and in some cases represent the majority of a bank’s assets. The proportion of complex, less liquid credit products held in the trading book has likewise increased rapidly. The current value-at-risk based treatment for assessing capital for trading book risk does not capture extraordinary events that can affect many such exposures. The Committee, in cooperation with the International Organization of Securities Commissions (IOSCO), therefore is extending the scope of its existing proposed guidelines for “incremental default risk” to include other potential event risks in the trading book. Until this event risk charge is in place (planned for 2010), an interim treatment will be applied for complex securitisations held in the trading book. The Committee expects to issue its event risk proposal for public consultation later this year, and it also will conduct a quantitative impact assessment.

Update: Ms. Dickson has addressed remarks to the House of Commons Standing Committee on Finance. Nothing new, really.

Publications

Research: Trading Preferreds

Many wonderful – or, at least, wonderful sounding – investment strategies have come to grief through poor trading … either lack of attention to detail or insufficent care in minimizing trading costs (and commission expense is simply where trading costs start!).

Don’t let your strategy be among the bad examples! Look for the research link!

Market Action

April 21, 2008

Slowly, slowly, loans are coming off the banks’ books:

Carlyle Group, the world’s second largest private-equity firm, is raising a $500 million collateralized loan obligation to buy high-risk, high-yield debt being sold by banks at discounted prices, according to people with knowledge of the plan.

The CLO is being arranged by Deutsche Bank AG, said the people, who declined to be identified because the terms aren’t public. The fund follows a similar $450 million CLO that Carlyle and JPMorgan Chase & Co. closed this month.

Carlyle, the Washington-based buyout firm run by David Rubenstein, joins Blackstone Group LP and Apollo Management LP in purchasing loans from banks that have struggled to offload the debt after losses on securities tied to subprime mortgages caused investors to shun all except the safest of government bonds. Private-equity firms are emerging as buyers at a time when financial institutions from Goldman Sachs Group Inc. to Citigroup Inc. are willing to sell the loans for as little as 63 cents on the dollar.

Royal Bank of Scotland is doing the same:

Royal Bank of Scotland Group Plc, the U.K.’s second-biggest lender, plans to start a fund to transfer the risk of losses from 1.5 billion euros ($2.3 billion) of high-yield loans, according to three people with knowledge of the proposal.

The fund will earn a return for investors by selling contracts to RBS that protect the bank from losses on 15 loans in euros and pounds and a further six in dollars, said the people who declined to be identified because the discussions are private.

And hedge funds are still pulling in money! I’m certainly not about to declare the credit crunch over, but this is a good sign:

Some investors expect the current credit crisis will create opportunities for managers who trade distressed bonds and loans. Such funds attracted $8 billion in the quarter. Investors allocated $8.2 billion to equity hedge funds and $6.5 billion relative-value strategies, which try to profit from price discrepancies between securities.

The biggest outflows in the quarter were from funds that trade the securities of companies going through mergers, which lost a net $4 billion. Investors pulled $1 billion out of macro funds, which chase macroeconomic trends by trading stocks, bonds, currencies and commodities. The funds were the best performers in the first quarter, rising 4.7 percent.

In a further sign that the banks are serious about repairing their balance sheets, Citigroup is issuing $6-billion hybrids, although it’s not entirely clear to me whether these are prefs or Innovative Tier 1 Capital, as if there’s any difference anyway:

Citigroup Inc., the biggest U.S. bank by assets, plans to sell $6 billion of hybrid securities to bolster its balance sheet after reporting almost $16 billion in writedowns.

The perpetual, preferred shares may pay a fixed rate of 8.4 percent for 10 years, according to a person who declined to be named because terms aren’t set. If not called, the debt will then begin to float, the person said.

This follows hard on the heels of JPMorgan’s monster deal. How much is enough, already? The Reuters tally grows daily:

Financial companies around the globe have scrambled to raise capital to offset massive write-offs. Below are the 15 largest capital infusions announced by financial institutions since the credit crisis began, totaling more than $150 billion.

The Bank of England is going forward with the bond lending programme discussed briefly on April 17 … it is, in fact, a bond LENDING programme, with quite rational terms:

The measures, backed by Prime Minister Gordon Brown’s government, mimic a swap of $200 billion of securities by the U.S. Federal Reserve last month as central banks around the world struggle to prop up financial markets.

Financial institutions will retain responsibility for losses from the assets they loan to the Bank of England. The swaps will be for a period of one year, renewable for up to three years. Only assets existing at the end of 2007 can be used in the swap.

The Bank of England won’t announce how much money has been tapped until the borrowing window closes in six months.

Assistance will come at a price. Banks will have to pay a borrowing fee to participate in the plan and the value of the securities they receive will be less than that of the mortgage- backed bonds they hand over to the Bank of England.

“The Bank of England’s actions do seem to be quite punitive,” said James Nixon, a director of Societe Generale SA in London. “The sense yet again from the Bank of England is that it will provide an absolute backstop to the financial system, but won’t make any effort to ease the market’s liquidity.”

The market fell – probably in response to the RY new issue as the RY issues were conspicuous by the presence in the list of poor performers … several issues lost just less than the 1% loss qualifying for mention on the list. Volume was average, as far as recent history goes.

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
Index Mean Current Yield (at bid) Mean YTW Mean Average Trading Value Mean Mod Dur (YTW) Issues Day’s Perf. Index Value
Ratchet 5.07% 5.11% 30,505 15.3 2 +0.2239% 1,091.7
Fixed-Floater 4.78% 5.17% 62,207 15.31 8 +0.1391% 1,046.2
Floater 5.03% 5.03% 65,143 15.46 2 +0.6346% 836.2
Op. Retract 4.85% 3.33% 86,779 3.29 15 +0.0418% 1,048.1
Split-Share 5.36% 5.94% 86,239 4.07 14 -0.1260% 1,033.8
Interest Bearing 6.17% 6.28% 62,924 3.88 3 +0.1695% 1,098.3
Perpetual-Premium 5.92% 5.65% 183,684 6.29 7 -0.0779% 1,017.2
Perpetual-Discount 5.68% 5.72% 316,132 13.92 64 -0.2694% 918.6
Major Price Changes
Issue Index Change Notes
CM.PR.J PerpetualDiscount -1.9500% Now with a pre-tax bid-YTW of 5.77% based on a bid of 19.61 and a limitMaturity.
CM.PR.P PerpetualDiscount -1.9015% Now with a pre-tax bid-YTW of 6.06% based on a bid of 22.70 and a limitMaturity.
RY.PR.F PerpetualDiscount -1.6545% Now with a pre-tax bid-YTW of 5.60% based on a bid of 20.21 and a limitMaturity.
LFE.PR.A SplitShare -1.5340% Asset coverage of just under 2.4:1 as of April 15, according to the company. Now with a pre-tax bid-YTW of 4.68% based on a bid of 10.27 and a hardMaturity 2012-12-1 at 10.00.
RY.PR.W PerpetualDiscount -1.4570% Now with a pre-tax bid-YTW of 5.58% based on a bid of 22.32 and a limitMaturity.
RY.PR.C PerpetualDiscount -1.4416% Now with a pre-tax bid-YTW of 5.71% based on a bid of 20.51 and a limitMaturity.
BNS.PR.N PerpetualDiscount -1.2632% Now with a pre-tax bid-YTW of 5.62% based on a bid of 23.45 and a limitMaturity.
TD.PR.P PerpetualDiscount -1.1292% Now with a pre-tax bid-YTW of 5.57% based on a bid of 23.64 and a limitMaturity.
NA.PR.L PerpetualDiscount -1.0608% Now with a pre-tax bid-YTW of 5.92% based on a bid of 20.52 and a limitMaturity.
BAM.PR.G FixFloat +1.2048%  
BAM.PR.B Floater +1.4674%  
Volume Highlights
Issue Index Volume Notes
MFC.PR.B PerpetualDiscount 152,645 Now with a pre-tax bid-YTW of 5.34% based on a bid of 22.01 and a limitMaturity.
TD.PR.R PerpetualDiscount 110,308 Nesbitt bought 10,000 from anonymous at 24.93, then another 40,000 at the same price … not necessarily the same “anonymous”! Now with a pre-tax bid-YTW of 5.69% based on a bid of 24.91 and a limitMaturity.
BMO.PR.I OpRet 95,900 Nesbitt sold a total of 93,600 to anonymous in four tranches at 25.35 … not necessarily the same anonymous! Now with a pre-tax bid-YTW of -0.98% based on a bid of 25.30 and a call 2008-5-21 at 25.00.
RY.PR.K OpRet 55,051 TD bought 38,900 from Nesbitt at 25.35 in four tranches. Now with a pre-tax bid-YTW of 0.63% based on a bid of 25.27 and a call 2008-5-21 at 25.00.
RY.PR.G PerpetualDiscount 45,630 Now with a pre-tax bid-YTW of 5.65% based on a bid of 20.27 and a limitMaturity.

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

New Issues

New Issue: Royal Bank 5.65% Perpetual

Royal Bank has announced:

a domestic public offering of $200 million of Non-Cumulative First Preferred Shares Series AH.
The bank will issue eight million Preferred Shares priced at $25 per share and holders will be entitled to receive non-cumulative preferential quarterly dividends in the amount of $0.353125 per share, to yield 5.65 per cent annually. The bank has granted the Underwriters an option, exercisable in whole or in part, to purchase up to an additional 2 million Preferred Shares at the same offering price.
Subject to regulatory approval, on or after May 24, 2013, the bank may redeem the Preferred Shares in whole or in part at a declining premium.
The offering will be underwritten by a syndicate led by RBC Capital Markets. The expected closing date is April 29, 2008.
The net proceeds of this transaction will be used for general business purposes and will strengthen the bank’s capital ratios.

Issue: 5.65% Non-Cumulative First Preferred Shares, Series AH

Amount: 8-million shares @ $25 = $200-million. Greenshoe exercisable prior to closing, for up to 2-million shares.

First Dividend: Long first dividend payable August 24, based on anticipated closing of April 29, of $0.452774.

Redemption: Redeemable at $26.00 commencing May 24, 2013. Redemption price declines by $0.25 every May 24 until May 24, 2017; redeemable at $25.00 thereafter.

Ratings (provisional): DBRS, Pfd-1; S&P, P-1(low).

Underwriting: Bought deal, expected closing April 29, 2008.

This is in addition to the $500-million Innovative Tier 1 Capital, a pretend-10-year priced at Canadas +310bp.

Later, More: Some comparables:

RY Perps 4/21
Issue Quote
4/21
(Intraday)
Dividend Curve
Price
Pre-tax
Bid-YTW
RY.PR.A 20.59-60 1.1125 20.75 5.50%
RY.PR.B 21.18-22 1.1750 21.77 5.65%
RY.PR.C 20.64-96 1.15 21.29 5.67%
RY.PR.D 20.37-54 1.125 20.87 5.62%
RY.PR.E 20.50-79 1.125 20.91 5.59%
RY.PR.F 20.56-70 1.1125 20.75 5.51%
RY.PR.G 20.38-55 1.125 20.87 5.62%
RY.PR.W 22.12-56 1.225 22.50 5.63%
RY.PR.H Issue
Price
$25.00
1.4125 24.61 5.67%

Note that “Curve Price” is a static calculation – it assumes that the yield curve will not change in the future. Convexity effects decrease the value of near-par-by-curve-price issues

It should also be noted – as indicated in the comments by Assiduous Reader madequota – that today, April 21, is the last cum-dividend trading day for the Royal issues. They are all expected to drop in price tomorrow, April 22, to reflect the fact that tomorrow the buyer will not receive this quarter’s dividend.

The conclusion to be drawn from the comparables is … this new issue is quite expensive. Avoid.

Publications

Research: A Vale of Tiers

Assiduous Readers will be well aware that there are many levels of bank debt, each with its own mix of risk and reward.

In the following article, I attempted to summarize the levels to provide a little perspective. Look for the research link!

Update, 2008-7-19: There is an error in Table 1. Innovative Tier 1 Capital should be shown with a subordination of 7.09% (the same as preferred shares) and a yield of 5.55%.

Market Action

April 18, 2008

Willem Buiter writes a gloomy piece on financial activity, If it’s broke, fix it, but how?. Hat tip to Naked Capitalism, who commented on the piece … but quite frankly, NC’s commentary can’t be taken seriously:

3. Prohibit Level 3 assets; allow only Level 1 and strictly defined and audited Level 2 assets. This means regulators will not have anything overly arcane to assess; they ought to be able to get a clear picture of risks, processes, and exposures if they are dogged.

4. Prohibit these regulated institutions from lending, providing other funding, or investing in concerns that have Level 3 assets

This is the sort of populist nonsense that betrays complete lack of understanding of the issue. In the first place bonds of virtually all kinds are Level 2 assets – even off-the-run government bonds are marked off half a dozen or so benchmarks. A liquid corporate issue might trade a few times a week – and every time (other than in the highly liquid distribution phase) it will be done at a ballpark guess of a spread to governments (by “ballpark guess”, I mean “what the trader thinks he can get away with”). Things like municipals in the States … well, have a gander at what Accrued Interest had to say on the issue.

Level 3 assets? Let’s talk about preferred shares, just for a moment, to lend some credence to the idea that this blog is about prefs. Say I have to value an issue that has something approximating a current coupon … maybe the new NA issue, for instance. If I price NA.PR.M based on the yield of the two other prefs from this issuer, then it’s a level 2 asset. However, this is a really bad mark – it makes no allowance for convexity. If, however, I adjust the “static”, level 2 price in any way to account for the “dynamic” effect of convexity, then my poor little NA.PR.M become level 3 assets … “convexity” is not an observable input.

One may well wish to impose a regime on regulated capital that allows the firm to assign a range to the unobservable inputs and have them use whichever end of the range is least favourable when valuing their securities for regulatory purposes. One may well wish to increase the capital requirements for level 2 and level 3 assets. But to speak of strict controls and prohibitions is simply a sign of hysteria.

Anyway, back to Prof. Buiter. He leads with an assertion that we have achieved the worst of two worlds:

I believe that the Western model of financial capitalism – a convex combination of relationships-based financial capitalism and transactions-based financial capitalism – has, in its most recent manifestations (those developed since the great liberalisations of the 1980s), managed to enhance the worst features of these two ideal-types and to suppress the best.

These worlds are defined as:

Transactions-based financial capitalism emphasizes arms-length relationships mediated through markets (preferably competitive ones), is strong on flexibility, encourages risk-trading, entry, exit and innovation. It is lousy at endogenous commitment: reputation and trust are not a natural by-product of arms-length relationships. Commitment requires external, third-party enforcement.

Relationships-based financial capitalism emphasizes long-term relationships and commitment. It has, however, compensating weaknesses. Investing time and other resources in building up relationships with customers creates an insider-outsider divide that is very difficult to overcome for new entrants. It also encourages, through the interlocking directorates of the CEOs and Chairmen (seldom women) of financial and non-financial corporations, a cosy coterie of old boys for whom competitive behaviour soon no longer comes naturally. At its worst, it becomes cronyism of the kind that was one of the key ingredients in the Asian crisis of 1997.

I think I will be referring to these definitions a lot in the future! Relationships-based financial capitalism describes the standard business model of a stockbroker or retail-level financial advisor. Transactions-based financial capitalism describes the standard business model of an asset manager. But remember – these are my characterizations, not Dr. Buiter’s.

Importantly, virtually everybody will claim that they want and need the latter, but most retail (and a hefty chunk of institutional) clients will go for the former when it comes time to sign a cheque.

So … now we’ve defined some terms, what’s the problem?

It is clear where the problems are. In the past 20 yearns, the financial sector has, starting as a useful provider of intermediation services, grown like topsy to become an uncontrolled, and at times out-of-control, effectively unregulated, hydra-headed owner of licenses to print money for a small number of beneficiaries. The sources of much of these profits turned out to be either a succession of bubbles or Ponzi schemes, or the pricing of assets based on the belief that risk disappeared by trading it. This belief that there is a black hole in the middle of the financial universe that will attract, absorb and annihilate risk if the risk it packaged sufficiently attractive and sold a sufficient number of times is closely related to the firm conviction of every trader I have ever met, that he or she can systematically beat the market. The fact that all traders together are the market did not constrain these beliefs.

This is a rather breathtaking condemnation and, quite frankly, I do not find much support for these assertions in the text. I can hypothesize, however, using the assumption that the explanation of the huge amount of CDO assets on the Merrill Lynch books (discussed on April 16) is correct (and making a few interpretations). In this case, we would say that the CDO-syndicator is using the worst of the transactions model: he didn’t care about the firm, as long as he could get the stuff off his books and onto the trader’s books. The trader, bullied into inventorying paper he didn’t think he could sell, agreed to the deal due to relationships model: he was making good money as a Merrill trader, and refusing the urgent request of the big powerful syndicator could jeopordize his position. If this is the case, it reflects a failure on the part of Merrill’s management to ensure that such asymmetric viewpoints are minimized.

Could it be true? Well, it’s plausible. And I like it a whole lot more than the everybody-is-stupid-except-me model.

Naturally, the first thing that comes to mind after Dr. Buiter’s assessment of the industry is MORE RULES!

It would be part of the solution if we could find and keep the right regulators and design and implement the right regulations.

… which immediately runs into the problem …

regulators involved in intrusive and hands-on regulation are virtually guaranteed to be captured by the industry they are meant to be regulating and supervising. This regulatory capture need not take the form of unethical, corrupt or venal behaviour by the regulators or members of the private financial sector. It could instead be an example of what I have called cognitive regulatory capture, where the regulator absorbs the culture, norms, hopes, fears and world-view of those whom he regulates.

Sure. Especially with revolving-door regulation being such a popular model. There is another problem:

regulators will serve their own parochial, personal and sectional interests as much as or even instead of the public good they are meant to serve. No bank regulator wants a bank to fail on his or her watch. As a result, either excessively conservative behaviour will be imposed by the regulator on the regulated bank or other financial intermediary (ofi), that is, we will have if-it-moves-stop-it-regulation, or the regulator will mount an unjustified bail out when, despite the regulator’s best efforts at preventing any kind of risk from being taken on by the regulated entity, insolvency threatens.

This is especially the case if, for instance, one takes the editorial stance of the Globe and Mail seriously. They decided that Canadian ABCP was a problem indicative of a failure of regulation, then decided that since OSFI is a regulator, they are at fault. This started with misrepresentation of a speech and continues with wild charges of loopholes, as mentioned on April 11. Despite the fact that you don’t really need more than a handful of functional brain cells to dismiss the charges as nonsense, these gross distortions can’t be a lot of fun for a regulator to endure, and will lead Our Beloved Government to impose MORE RULES!

Anyway, Prof. Buiter has the intellectual honesty to admit:

I don’t know the solution to this conundrum.

I suggest, as I have suggested before, that regulations need tweaking. So the off-balance-sheet vehicles weren’t as off-balance-sheet as they might have been? Make the sponsors consolidate them for regulatory capital purposes if they are intimately involved in the vehicle – e.g., by being the selling agents of the SIV’s paper, or having their name on the fund, or by getting miscellaneous fees from the SIV. Allow a reduced hit due to first loss protection. Lots of details will emerge through discussion. If they’re sponsoring a money market fund (same thing, opposite direction), they should take a charge. It would seem that rules on the assets to capital multiple need to be reviewed, since a lot of the problem was the zero risk weight assigned to synthetic-AAAs by the regulatory authorities.

And for heaven’s sake, let’s approach regulation with the idea that the objective is to mitigate and contain harm, not to eliminate it. How many times must I repeat? Risk is Risky!

When will people learn? You can’t regulate fear and greed. Ask a Chinese or Russian pensioner how well that idea works out! As long as we have fear and greed, we will have booms and busts. And as long as we have stupidity, we will have people being hurt – sometimes badly – through over-exposure to a single class of risk.

From the oh-hell-I’ve-run-out-of-time-here’s-some-links Department comes a speech by David Einhorn of GreenLight Capital, referenced by another blog. Einhorn is always thoughtful and entertaining, although it must be remembered that at all times he is talking his book. The problem with the current speech is that there is not enough detail – for instance, he equates Carlyle’s leverage of 30:1 which was based on GSE paper held naked with brokerages leverage, which is (er, I meant to say “should be”, of course!) hedged – to a greater or lesser degree, depending upon the institution’s committment to moderately sane risk management. But there are some interesting nuggets in the speech that offer food for thought.

Accrued Interest speculates that European credit strains make short-dollar a risky trade:

So rising Libor may say more about tight liquidity in Europe than in the U.S. A combination of tough liquidity in Europe and among smaller banks would explain the divergence between CDS spreads and Libor spreads.

To me, this sends two cautions. First, it should remind anyone who thinks the liquidity crunch is over, that it ain’t. Liquidity does seem to be improving in the U.S. bond market, which is a very positive sign. So maybe the worst case scenario has been taken out. But this will be a long process.

Second, it should caution those who are short the dollar. If the next phase of the credit crunch hits Europe as hard as it hits the U.S., then we may see the Bank of England and the European Central Bank get more aggressive with rate cuts.

Barclays PLC disagrees. Takes two to make a market!

No real direction in the preferred share market today – and not much individual issue price volatility either. Volume returned to levels that are normal for now, but would have been labelled light last year.

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
Index Mean Current Yield (at bid) Mean YTW Mean Average Trading Value Mean Mod Dur (YTW) Issues Day’s Perf. Index Value
Ratchet 5.09% 5.13% 29,160 15.34 2 +0.0017% 1,089.3
Fixed-Floater 4.78% 5.19% 62,409 15.29 8 +0.2712% 1,044.8
Floater 5.01% 5.06% 64,987 15.45 2 +0.0820% 831.0
Op. Retract 4.85% 3.34% 86,638 3.33 15 +0.0327% 1,047.7
Split-Share 5.35% 5.88% 87,118 4.08 14 +0.2828% 1,035.1
Interest Bearing 6.18% 6.29% 63,181 3.88 3 -0.3025% 1,096.4
Perpetual-Premium 5.91% 4.41% 188,316 5.52 7 +0.1471% 1,018.0
Perpetual-Discount 5.66% 5.70% 318,271 13.82 64 -0.1101% 921.0
Major Price Changes
Issue Index Change Notes
SLF.PR.D PerpetualDiscount -1.4521% Now with a pre-tax bid-YTW of 5.52% based on a bid of 20.36 and a limitMaturity.
BNS.PR.K PerpetualDiscount -1.4027% Now with a pre-tax bid-YTW of 5.51% based on a bid of 21.79 and a limitMaturity.
FTU.PR.A SplitShare +1.0357% Asset coverage of 1.4+:1 as of April 15 according to the company. Now with a pre-tax bid-YTW of 8.63% based on a bid of 8.78 and a hardMaturity 2012-12-1 at 10.00.
GWO.PR.H PerpetualDiscount +1.0570% Now with a pre-tax bid-YTW of 5.56% based on a bid of 21.99 and a limitMaturity.
GWO.PR.E OpRet +1.1319% Now with a pre-tax bid-YTW of 3.25% based on a bid of 25.91 and a call 2009-4-30 at 25.50.
ELF.PR.F PerpetualDiscount +1.1815% Now with a pre-tax bid-YTW of 6.24% based on a bid of 21.41 and a limitMaturity.
Volume Highlights
Issue Index Volume Notes
RY.PR.W PerpetualDiscount 102,318 Now with a pre-tax bid-YTW of 5.49% based on a bid of 22.65 and a limitMaturity.
BMO.PR.I OpRet 85,500 Now with a pre-tax bid-YTW of -1.45% based on a bid of 25.30 and a call 2008-5-18 at 25.00.
NA.PR.M PerpetualDiscount 74,325 Now with a pre-tax bid-YTW of 6.04% based on a bid of 25.00 and a limitMaturity.
CM.PR.H PerpetualDiscount 64,442 Now with a pre-tax bid-YTW of 5.92% based on a bid of 20.40 and a limitMaturity.
RY.PR.C PerpetualDiscount 63,650 Now with a pre-tax bid-YTW of 5.62% based on a bid of 20.81 and a limitMaturity.

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

Issue Comments

BDS.PR.A may be Called on Proposed Reorganization

Brompton Group has announced:

The Manager is proposing that the new investment strategy be modelled after its successful Brompton VIP Income Fund (“VIP”), which is actively managed by MFC Global. VIP has generated compound total returns of approximately 15% per annum since inception of the fund in February 2002 to March 31, 2008 based on net asset value. During 2007, VIP generated an annual total return of 15.9% which compares favourably with the 6.6% total return attained by the S&P/TSX Income Trust Index over the same period. In order to address the potentially shrinking income trust sector, VIP’s investment universe will be broadened to include high dividend paying common shares, convertible debt instruments, preferred shares and other debt instruments.

In order to effect the change in investment strategy, unitholders of EWI, BWI, BTH, BTF and BDS will be given the opportunity to merge with VIP. These mergers will provide unitholders with the opportunity to hold an investment in a fund with an established track record of providing high total returns for unitholders, access to a top-ranked portfolio management team and an investment mandate that is designed to continue to meet investor objectives of income and growth. The fund will also have a large market capitalization and as such has the potential for increased liquidity and lower general and administration costs per unit. Unitholders of BSR, which is already actively managed by MFC Global, will also be given the opportunity to merge with VIP. This merger addresses the same uncertainty concerning the future of income trusts and it is expected to result in significantly lower costs for BSR unitholders, as the management fee will be reduced, and VIP’s larger fund size will provide the potential for lower general and administration costs per unit and increased liquidity. As part of the reorganization, it is anticipated that the preferred securities issued by BDS will be called for redemption in June 2008.

The special meetings of unitholders of the Funds have been called and will be held on June 9, 2008 for all Funds except BDS, which will have a special meeting date of July 2, 2008.

BDS.PR.A is not tracked by HIMIPref™. According to the prospectus:

In addition, the Preferred Securities may be called by the Trust prior to the Maturity Date, at a price which until May 31, 2005 will be equal to $10.40 and which will decline by $0.10 each year thereafter to $10.00 after May 31, 2008, plus any accrued and unpaid interest thereon.

It closed today on the TSX at 10.04-17, 9×3. It is currently rated Pfd-2 by DBRS, with a 6.0% coupon (as interest) and asset coverage of 2.3:1 as of the Dec. 31/07 financials.

Regulatory Capital

Regulatory Capital Data from OSFI

Assiduous Readers will remember that in the post Bank Regulation: The Assets to Capital Multiple, I performed some very rough calculations for Royal Bank and got a somewhat surprising result – a figure in excess of the OSFI standard limit.

These Assiduous Readers will also remember that I got put in my place pretty smartly by the Royal Bank Investor Relations Department:

Thank you for your question about our assets to capital multiple (ACM). In keeping with prior quarter-end practice, we did not disclose our ACM in Q1/08 but were well within the OSFI minimum requirement. Our ACM is disclosed on a quarterly basis (with a 6-7 week lag) on OSFI’s website. We understand this should be available over the next few days. Below is an excerpt from the OSFI guidelines outlining the calculation of the ACM. We hope this helps.

I hadn’t been aware that OSFI reported data … but they do! There is an excellent bank data resource page on the site that I found through the banks section of the sitemap.

According to OSFI, the assets-to-capital multiple for Royal Bank as of Q4-2007 was 19.94. It’s a good thing nobody sneezed at the time, or they would have been over-limit! I am all agog for the Q1-2008 data to be published so I can determine what Royal Bank’s standards for “well within the OSFI minimum requirement” mean. In the meantime, I have added a link to the reporting page to the blogroll, under the heading “Online Resources”.