PrefBlog

DBRS has announced that it:

downgraded its credit rating on the Preferred Shares issued by Canadian Banc Corp. (the Company) to Pfd-3 (low) from Pfd-3. The Preferred Shares have experienced a reduction in downside protection. Macroeconomic factors, including central banks’ responses to inflation levels and geopolitical tensions like the Russia-Ukraine war, have led to increased volatility in equity markets for most of 2023. In addition, the closures of certain U.S. regional banks because of liquidity and solvency concerns led to widespread and significant declines in the equity market prices of financial services companies in the United States and Canada. Consequently, this affected both the Company’s net asset value (NAV) and downside protection, especially in 2023.

As of August 31, 2023, the Company invested in a portfolio of common shares of the six largest Canadian banks representing approximately 57.7% of the portfolio: Royal Bank of Canada (16.5%), The Toronto-Dominion Bank (13.3%), National Bank of Canada (9.2%), Bank of Montreal (8.8%), Canadian Imperial Bank of Commerce (5.0%), and Bank of Nova Scotia (4.9%). The Company may invest up to 20% of the NAV in equity securities of Canadian or foreign financial services corporations other than the core holdings mentioned above. As of August 31, 2023, 16.1% of the portfolio was invested in five well-known U.S. financial services companies (Morgan Stanley, JP Morgan Chase, Bank of America, Goldman Sachs, and Citigroup Inc.) and 26.0% was held in cash and cash equivalents. As mentioned above, 16.1% of the portfolio was invested in U.S. financial services entities and denominated in U.S dollar (USD). The Company has not hedged its USD exposure to currency fluctuations; however, it closely monitors USD/Canadian dollar currency movements.

Holders of the Preferred Shares receive monthly distributions at a rate of Prime + 1.5% per annum (minimum 5.0%, maximum 8.0%), currently 8.0%. Holders of the Class A Shares are entitled to receive monthly cash distributions targeted to be at a rate of 15% annually based on the volume weighted-average market price of the Class A Shares for the last three trading days of the preceding month. The Company announced the extension of the termination date for a further five-year period to December 1, 2028, from December 1, 2023. In connection with the term extension, the Company decided to maintain the distribution rate for the Preferred Shares at the existing rates. No monthly distributions to the Class A Shares will be made if the dividends of the Preferred Shares are in arrears or the NAV of the portfolio falls below $15 per unit.

Over the past 12 months, downside protection has been volatile. As of October 31, 2023, downside protection stood at 44.8%, down from 51.7% as of October 31, 2022. The Preferred Shares’ dividend coverage based on the current dividend yield on the portfolio was 0.6 times (x). Without giving consideration to the capital appreciation potential or any source of income other than the dividends earned by the portfolio, the targeted monthly distributions to the Class A Shares along with the Preferred Shares’ dividend coverage shortfall are likely to create an average annual grind on the portfolio’s NAV equivalent to 5.4% over the remaining term to maturity. To supplement portfolio income, the Manager may engage in covered call option writing on all, or a portion of, the securities held in the portfolio or rely on realized capital gains.

DBRS Morningstar notes the following announcements from the Company during the past 12 months:

The Company:

(1) On January 31, 2023
Completed an overnight treasury offering of Class A and Preferred Shares, raising approximately $45.1 million in gross proceeds. The Class A Shares were offered at a price of $13.75 per share for a yield to maturity of 14.47%, and the Preferred Shares were offered at a price of $10.00 per share for a yield to maturity of 7.95%.

(2) On March 2, 2023
Extended the termination date of the Company for a further five-year period to December 1, 2028, from December 1, 2023.

(3) On May 19, 2023
Renewed its at-the-market (ATM) Program effective until June 18, 2025, which allows maximum gross proceeds of $140 million. The ATM Program allows the Company to issue Class A Shares and Preferred Shares from time to time at the Company’s discretion.

(4) On May 25, 2023
Announced that the Toronto Stock Exchange (the TSX) has accepted its notice of intention to make a Normal Course Issuer Bid (the NCIB) to purchase its Preferred Shares and Class A Shares through the facilities of the TSX and/or alternative Canadian trading systems. The NCIB commenced on May 29, 2023, and will terminate on May 28, 2024.

(5) On September 21, 2023
Announced that it will maintain the distribution rates for both the Class A Shares and Preferred Shares at existing levels.

Giving consideration to the decline in downside protection, the extension of the Company’s termination date for a further five-year term, the projected grind in the portfolio from expected distributions on the Class A Shares and the Preferred Shares’ dividend coverage shortfall, concentration of the portfolio in one industry and the unhedged foreign exchange exposure, DBRS Morningstar downgraded the credit rating on the Preferred Shares to Pfd-3 (low) from Pfd-3.

The main constraints to the credit rating are the following:

(1) Market fluctuations resulting from high inflation and interest rate hikes could affect the Company’s NAV. Resulting volatility in prices along with changes in the dividend policies of the underlying issuers may result in significant reductions in the Preferred Shares’ dividend coverage or downside protection from time to time.

(2) Reliance on the Portfolio Manager to generate additional income, through option writing, to meet distributions and other trust expenses without having to liquidate the portfolio’s securities.

(3) The high concentration of the portfolio in one industry (banking).

(4) Potential foreign exchange risk because the income received on the portfolio is not hedged all the time.

(5) Stated monthly distributions on the Class A Shares may create a grind on the portfolio. This risk is mitigated by an asset coverage test of 1.5x that ensures sufficient levels of downside protection to the holders of the Preferred Shares.

This action was ‘preannounced’ by Quadravest yesterday.

The affected issue is BK.PR.A.

Quadravest has announced (emphasis added):

Canadian Banc Corp. (the “Company’) is pleased to announce it will undertake an offering of Preferred Shares (TSX: BK.PR.A) of the Company. The offering will be led by National Bank Financial Inc.

The sales period of this overnight offering will end at 9:00 a.m. EST on November 16, 2023. The offering is expected to close on or about November 23, 2023 and is subject to certain closing conditions including approval by the TSX.

The Preferred Shares will be offered at a price of $9.80 per Preferred Share to yield 8.16%.

The closing price on the TSX of the Preferred Shares on November 14, 2023 was $9.97.

Since the inception of the Company, 219 consecutive dividends have been declared for the Preferred shares. The aggregate dividends declared on the Preferred Shares total $9.97 per share. All distributions to date have been made in tax advantaged eligible Canadian dividends.

The Company has been advised by DBRS that effective November 17, 2023, the rating on the Preferred shares will be Pfd-3 (low).

The net proceeds of the offering will be used by the Company to invest in a portfolio consisting primarily of six publicly traded Canadian Banks as follows:

Bank of Montreal	Canadian Imperial Bank of Commerce	Royal Bank of Canada
The Bank of Nova Scotia	National Bank of Canada	The Toronto-Dominion Bank

The Company’s Preferred Share investment objectives are to:
i. provide holders with cumulative preferential floating rate monthly cash dividends at a rate per annum equal to the prevailing Canadian prime rate plus 1.50% (minimum annual rate of 5.0% and maximum annual rate of 8.0%) based on original $10 issue price; and
ii. on or about the termination date, currently December 1, 2028 (subject to further 5 year extensions and it has been extended in the past) to pay holders the original $10 issue price of those shares.

The affected issue is BK.PR.A.

Thanks to Assiduous Reader niagara for bringing this to my attention!