Archive for February, 2010

OSFI Becoming Even More Secretive?

Sunday, February 28th, 2010

Tara Perkins of the Globe & Mail claims:

Canada’s financial regulator has told banks and insurance companies they must finance any big takeovers by issuing new shares, making major acquisitions more difficult just as the country’s banks are at the height of their international prowess.

OSFI did not issue a written notice of its edict, but has been quietly advising the banks and insurers of the requirement. OSFI has told the financial institutions it oversees that it expects them to “finance material acquisitions through new equity,” spokesman Rod Giles said. “This is primarily because capital requirements are subject to significant change.”

Analysts who cover the banks say they were not aware that the regulator had told the institutions to pay for deals with new equity, but it’s likely the market would demand the same thing for any major deal because investors realize how important capital will be in the future.

Such secretiveness and back-door regulation is a disgrace if true – and OSFI has often demonstrated its contempt for investors – who are supposed to be the “third pillar” supporting bank safety.

Payoff Structure of Contingent Capital with Trigger = Conversion

Sunday, February 28th, 2010

As Assiduous Readers will know, I advocate that contingent capital be issued by banks with the conversion trigger being the decline of the common stock below a certain price; should conversion be triggered, the conversion into equity of the preferreds / Innovative Tier 1 Capital / Sub Debt should be at that same price.

The Conversion/Trigger price should be set at issue-time of the instrument and, I suggest, be one-half the issue-time price of the common in the case of Tier 1 Capital, with a factor of one-quarter applied for Tier 2 capital. Note that in such a case, Tier 2 capital will not be “gone concern” capital; it will be available to meet losses on a going-concern basis, but the small probability of the issuer’s common losing three-quarters of its value should make it easier, and cheaper, to sell.

Anyway, one nuance to this idea is that the conversion feature will be supportive of the preferreds price in times of stress, since the preferred will convert at face value into current market price of common.

In other words, say the price of both common and preferred has nearly, but not quite, halved, but the situation appears to be stabilizing. In such an event, some investors will buy the preferreds in the hope that conversion will be triggered since they will be paid full face value for the preferred in market value of the common. Therefore, the preferreds will be bid up – at least to some extent – in times of stress.

Let us say that issues exist such that the conversion/trigger price is $25, but the price of the preferreds has declined such that the effective conversion price is $20. The payoff diagram in terms of the common stock price then looks like this:


Click for Big

This diagram assumes that the conversion/strike price is $25, and that the preferreds are trading for 80% of face value.

Thus, an investor contemplating the purchase of the preferreds at 80% of face value will make $5 per share if the common dips just below the trigger price and stays there; he will only realize a loss if the price of the common goes below 80% of the conversion price. This is in addition to any calculations he might make as to the intrinsic value of the preferred if it doesn’t convert, of course.

This payoff diagram can be analyzed into component options:


Click for Big

In this diagram, I have offset the payoff diagrams for the options slightly in order that they be more readily distinguished.

It may be seen that the payoff structure can be replicated with three options:

  • Long Call, strike $20
  • Short Put, strike $20
  • Short Call, strike $25

What’s the point? Well, there isn’t one, really. But I wanted to point out the supportive effect of the conversion feature on the preferreds – even in times of stress! – and show how the payoffs could be replicated or hedged in such a case. Doubtless, more mulling over this dissection will lead to more conclusions being drawn about the relative behaviour of preferred and common prices in such a scenario of extreme stress.

RBS May Buy Back Preferreds

Sunday, February 28th, 2010

According to Reuters:

Royal Bank of Scotland is considering a liability management exercise that could see it buy back or convert part of a 14 billion pound pile of preference shares and innovative securities to boost its core capital.

Analysts have said the move could help part-nationalised RBS take advantage of discounted prices in the secondary market to generate a bumper equity gain and boost its core Tier 1 ratio, a key measure of capital strength.

As a simplified example of how this works, we can look at simplified bank balance sheets:

Bank Balance Sheet
Before Preferred Buy-Back
Assets Liabilities
Cash $10 Deposits $80
Loans $90 Preferreds $10
  Equity $10

Assume the preferreds are bought back for half of face value. Then:

Bank Balance Sheet
After Preferred Buy-Back
Assets Liabilities
Cash $5 Deposits $80
Loans $90  
  Equity $15

If we further assume that the “Loans” have a Risk-Weight of 1, then:
a) The Tangible Common Equity Ratio has increased from 11% to 17%
b) The Tier 1 Ratio has declined from 22% to 17%
c) The bank has booked a profit of $5

Contingent Capital Criticized

Saturday, February 27th, 2010

The Telegraph recently published a story Mervyn King’s plan for bank capital ‘will backfire’:

Bankers and shareholders, however, fear that the act of converting cocos into equity would be a “red flag” to the market, prompting counterparties to withdraw funds and sparking a liquidity crisis like those at Lehman Brothers and Northern Rock. They say it would act as an “accelerator into distress”.

One senior bank executive said: “The point of conversion would kill the bank. Everyone would pull their liquidity out.” The sentiment was echoed by a leading institutional shareholder, who said: “Institutions don’t like them. If cocos ever converted, that bank would be toast.” Among investors, cocos are colloquially known as “death spiral convertibles”.

I agree that this is the case if there is any discretion at all in the conversion decision, whether this discretion is exercised by the regulators or the issuer. I will also agree that it may very well be the case if some degree of discretion is exercised – which would be the case if regulatory capital triggers are used. If a bank announces in its quarterly results enough losses and provisions to result in ratios being just under or just over the trigger point, there will be an immediate suspicion of jiggery-pokery.

However, I am more dubious about the potential for self-feeding collapse if the trigger I advocate – the price of the common stock – is utilized.

Bankers have also identified a second cause for concern, which they term “negative convexity”. They say coco holders would hedge their position by shorting the bank’s shares as capital ratios fell close to the conversion level.

Paul Berry, from Santander’s global banking and markets’ division, has explained: “As the share price falls, the likelihood increases of conversion. Holders, who do not wish to have any exposure to the share, sell shares to hedge this risk. This selling sends the stock lower, resulting in further stock selling.

“This will send the share price into a terrible self-reinforcing spiral downwards.”

Geez, it’s nice to see the phrase “negative convexity” used in a daily general interest newspaper! Negative convexity is indeed a problem; but one that can be minimized by ensuring that the trigger price is equal to the conversion price. I will certainly agree that the poorly structured Lloyds bank deal, which provides no first-loss protection to the noteholders on conversion, will definitely have that effect.

If structured properly and present in good quantity, contingent capital will simply replace the fire-sales of common shares that were common during the crisis. For instance:
1) Royal Bank sells contingent capital when their stock is trading at $50. In such a situation, I suggest that the conversion and trigger price for Tier 1 Capital (preferred shares and Innovative Tier 1 Capital) be $25.00 (one-half the issue-time price of the common; for Tier 2 Capital the conversion/trigger would be one-quarter of this price)
2) Royal Bank gets into trouble.
3) Share price drops to $25.
4) Royal Bank doesn’t need to sell equity. Instead, the previously issued Tier 1 Capital converts (at $25). They can sell new Tier 1 Capital with a conversion/trigger price of $12.50, instead.

It is, of course, certain that there will be selling pressure on the common when it’s at $30 from the Tier 1 Capital holders (directly and through the options market). However, in the absence of the convertible instruments, there will also be selling pressure based on expectations of new issuance. I suggest that the presence of Contingent Capital structured in this manner will reduce uncertainty, which is the vital thing.

I recently published an opinion piece on Contingent Capital.

HIMIPref™ Index Rebalancing: February 2010

Saturday, February 27th, 2010
HIMI Index Changes, February 26, 2010
Issue From To Because
ENB.PR.A PerpetualPremium PerpetualDiscount Price
RY.PR.H PerpetualPremium PerpetualDiscount Price
IAG.PR.E PerpetualDiscount PerpetualPremium Price
IGM.PR.B PerpetualDiscount PerpetualPremium Price

There were the following intra-month changes:

HIMI Index Changes during February 2010
Issue Action Index Because
FFH.PR.E Add Scraps New Issue
IAG.PR.F Add Perpetual-Discount New Issue

Best & Worst Performers: February 2010

Saturday, February 27th, 2010

These are total returns, with dividends presumed to have been reinvested at the bid price on the ex-date. The list has been restricted to issues in the HIMIPref™ indices.

February 2010
Issue Index DBRS Rating Monthly Performance Notes (“Now” means “February 26”)
NA.PR.L Perpetual-Discount Pfd-2 -5.42% Now with a pre-tax bid-YTW of 5.90% based on a bid of 20.76 and a limitMaturity.
ELF.PR.G Perpetual-Discount Pfd-2(low) -3.47% The fifth-best performer in January, so this loss is largely bounce-back. Now with a pre-tax bid-YTW of 6.67% based on a bid of 18.10 and a limitMaturity.
PWF.PR.K Perpetual-Discount Pfd-1(low) -3.18% Now with a pre-tax bid-YTW of 6.05% based on a bid of 20.72 and a limitMaturity.
BNS.PR.K Perpetual-Discount Pfd-1(low) -3.17% Now with a pre-tax bid-YTW of 5.77% based on a bid of 21.05 and a limitMaturity.
CIU.PR.A Perpetual-Discount Pfd-2(high) -3.09% The third-best performer in January so this is largely bounce-back. Now with a pre-tax bid-YTW of 5.76% based on a bid of 20.08 and a limitMaturity.
BAM.PR.G FixedFloater Pfd-2(low) +6.15% Strong Pair with BAM.PR.E
PWF.PR.A Floater Pfd-1(low) +7.32%  
BAM.PR.B Floater Pfd-2(low) +12.83% The best performer in January and the second-best performer in December.
BAM.PR.K Floater Pfd-2(low) +14.41% The second-best performer in January and the fourth best performer in December. Momentum rules!
BAM.PR.E Ratchet Pfd-2(low) +14.57% Strong Pair with BAM.PR.G

February 26, 2010

Friday, February 26th, 2010

A nugget of information about Credit Default Swaps on sovereigns is being circulated:

The credit-default swaps traders being blamed by German and French leaders for fueling fears of sovereign debt crises would be doing so with less than 1 percent of the governments’ outstanding debt being wagered.

The CHART OF THE DAY shows the net notional value of credit swaps on 10 European countries including Greece, Spain, Italy and Portugal, as reported by the Depository Trust & Clearing Corp. The $108 billion figure, which is the maximum amount on the line if all of the countries were to default, is 0.98 percent of the $11 trillion in outstanding debt of those countries. In Greece, where the heaviest complaints about credit-swaps trading have been leveled, bets of $9 billion compare with $267 billion of debt.

European leaders have said trading in the contracts fuels speculation that can distort perceptions and have warned hedge funds about trying to profit from the problems on the continent.

The last line quoted is the scary part. Remember September 25, 1992? The politicians don’t like it when the market says, instantly, that they’re being stupid. It is infinitely preferable to allow the stupidity to continue until it distorts the real economy and winds up on the backs of the electorate – who, it is assumed, will have long ago forgotten who’s to blame.

Remember Flash orders? There’s a really good explanation of the viewpoint of exchanges offering this order type from William Brodsky of the CBOE – dated 2009-11-18.

Fannie Mae needs more money:

Fannie Mae, the mortgage-finance company under federal conservatorship, said it will seek $15.3 billion in aid from the U.S. Treasury after posting a 10th straight quarterly loss.

A fourth-quarter net loss of $16.3 billion, or $2.87 a share, pushed the company to request its fifth draw on an unlimited lifeline from the government, Washington-based Fannie Mae said in a filing today with the Securities and Exchange Commission.

Fannie Mae, which posted $120.5 billion in losses over the previous nine quarters, has taken $59.9 billion in federal aid since April. Its shares, which peaked at $87.81 in December 2000, closed at 99 cents today in New York Stock Exchange composite trading. The Treasury owns 79.9 percent of Fannie Mae’s outstanding common shares.

The fair value of Fannie Mae’s assets was negative $98.8 billion last quarter, compared with negative $90.4 billion at the end of September.

Banks can screw up, certainly, and must bear a lot of the blame for the credit crunch. It’s not as if working for a bank transforms you into a genius – quite the opposite, as far as I’ve ever been able to tell. But for horrific blunders of stupefying dimensions, you need a politician. Funny how all the “Too Big To Fail” handwringing always concerns JPMorgan et al. and not Fannie & Freddie, huh?

Finally something of a (dead cat?) bounce in the preferred share market today, with PerpetualDiscounts gaining 19bp and FixedResets down 1bp, with no losers at all in the performance highlights. Volume was off a bit, but still quite healthy.

PerpetualDiscounts now yield 5.90%, equivalent to 8.26% interest at the standard equivalency factor of 1.4x. Long Corporates yield about 5.9%, so the pre-tax interest-equivalent spread (also called the Seniority Spread) is now about 235bp, which is where it was on February 24.

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

Values are provisional and are finalized monthly
Index Mean
Current
Yield
(at bid)
Median
YTW
Median
Average
Trading
Value
Median
Mod Dur
(YTW)
Issues Day’s Perf. Index Value
Ratchet 2.78 % 2.95 % 35,737 20.48 1 0.2469 % 1,986.2
FixedFloater 5.30 % 3.40 % 41,842 19.70 1 0.0000 % 2,981.8
Floater 1.94 % 1.68 % 47,660 23.35 4 -0.0370 % 2,364.6
OpRet 4.88 % 1.33 % 107,041 0.25 13 0.0922 % 2,308.6
SplitShare 6.39 % 6.39 % 131,682 3.74 2 0.3761 % 2,135.2
Interest-Bearing 0.00 % 0.00 % 0 0.00 0 0.0922 % 2,111.0
Perpetual-Premium 5.77 % 5.58 % 80,890 5.88 7 0.0736 % 1,896.3
Perpetual-Discount 5.86 % 5.90 % 175,775 14.05 70 0.1864 % 1,801.8
FixedReset 5.42 % 3.62 % 325,418 3.74 42 -0.0105 % 2,183.7
Performance Highlights
Issue Index Change Notes
POW.PR.D Perpetual-Discount 1.02 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-26
Maturity Price : 20.83
Evaluated at bid price : 20.83
Bid-YTW : 6.10 %
BMO.PR.O FixedReset 1.08 % YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-06-24
Maturity Price : 25.00
Evaluated at bid price : 28.10
Bid-YTW : 3.46 %
MFC.PR.A OpRet 1.15 % YTW SCENARIO
Maturity Type : Call
Maturity Date : 2010-07-19
Maturity Price : 26.25
Evaluated at bid price : 26.30
Bid-YTW : 2.83 %
NA.PR.O FixedReset 1.20 % YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-03-17
Maturity Price : 25.00
Evaluated at bid price : 27.85
Bid-YTW : 3.66 %
HSB.PR.C Perpetual-Discount 1.30 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-26
Maturity Price : 22.49
Evaluated at bid price : 22.66
Bid-YTW : 5.72 %
TD.PR.O Perpetual-Discount 1.38 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-26
Maturity Price : 21.63
Evaluated at bid price : 21.98
Bid-YTW : 5.56 %
PWF.PR.G Perpetual-Discount 3.41 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-26
Maturity Price : 24.25
Evaluated at bid price : 24.55
Bid-YTW : 6.07 %
Volume Highlights
Issue Index Shares
Traded
Notes
ELF.PR.F Perpetual-Discount 77,500 TD crossed 73,500 at 20.15.
YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-26
Maturity Price : 20.09
Evaluated at bid price : 20.09
Bid-YTW : 6.71 %
CM.PR.K FixedReset 76,379 RBC crossed 50,000 at 26.70.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-08-30
Maturity Price : 25.00
Evaluated at bid price : 26.55
Bid-YTW : 3.92 %
IAG.PR.F Perpetual-Discount 72,800 New issue settled today.
YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-26
Maturity Price : 24.35
Evaluated at bid price : 24.55
Bid-YTW : 6.04 %
TD.PR.I FixedReset 36,636 Nesbitt crossed 30,000 at 27.90.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-08-30
Maturity Price : 25.00
Evaluated at bid price : 27.87
Bid-YTW : 3.62 %
TD.PR.C FixedReset 29,205 RBC crossed 20,000 at 26.90.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-03-02
Maturity Price : 25.00
Evaluated at bid price : 26.95
Bid-YTW : 3.60 %
TRP.PR.A FixedReset 25,621 YTW SCENARIO
Maturity Type : Call
Maturity Date : 2015-01-30
Maturity Price : 25.00
Evaluated at bid price : 25.84
Bid-YTW : 3.76 %
There were 39 other index-included issues trading in excess of 10,000 shares.

IAG.PR.F Drops on Poor Opening-Day Volume

Friday, February 26th, 2010

Industrial Alliance Insurance and Financial Services Inc. has announced:

the closing of its previously announced offerings of 2,950,000 Common Shares (the “Common Shares”) at a price of $34.00 per Common Share representing aggregate gross proceeds of $100 million, and 4,000,000 5.90% Non-Cumulative Class A Preferred Shares Series F (the “Series F Preferred Shares”) at a price of $25.00 per Series F Preferred Share, representing aggregate gross proceeds of $100 million.

The offerings were underwritten, on a bought deal basis, by a syndicate of underwriters co-led by BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc. and which includes National Bank Financial Inc., Scotia Capital Inc., CIBC World Markets Inc., TD Securities Inc., Desjardins Securities Inc., Casgrain & Company Limited, Dundee Securities Corporation, HSBC Securities (Canada) Inc., Industrial Alliance Securities Inc. and Laurentian Bank Securities Inc.

These offerings were made under the terms of prospectus supplements dated February 19, 2010 to the short form base shelf prospectus dated April 30, 2009. The prospectus supplements are available on the SEDAR website at www.sedar.com and on the Company’s website at www.inalco.com.

The issue was announced on February 17.

Today it traded 72,800 shares in a range of 24.41-88 before closing at 24.55-60, 15×126.

Vital statistics are:

IAG.PR.F Perpetual-Discount YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-26
Maturity Price : 24.35
Evaluated at bid price : 24.55
Bid-YTW : 6.04 %

IAG.PR.F has been added to the PerpetualDiscount index.

BPP: Proposed Plan of Arrangement to become REIT

Friday, February 26th, 2010

BPO Properties has announced:

a proposal to create Canada’s pre-eminent office real estate investment trust (REIT). Upon conversion, the new REIT, to be named Brookfield Office Properties Canada, will acquire BPP’s directly owned office assets in Toronto, Calgary and Vancouver and will also acquire Brookfield Properties’ interest in Brookfield Place, widely regarded as the top commercial complex in Canada. If approved by BPP shareholders, upon closing of the transaction, it is expected that Brookfield Office Properties Canada will pay a special distribution of $1.02 per unit to unitholders and will also begin to pay monthly distributions of $0.0667 per unit (being $0.80 per unit on an annualized basis), double BPP’s current quarterly dividend of $0.10 per common share.

If approved by the Toronto Stock Exchange (TSX), the new REIT, Brookfield Office Properties Canada, will commence listing on the TSX immediately following closing of the transaction. Holders of BPP common shares will receive one unit of Brookfield Office Properties Canada for each common share held of BPP. Upon closing of the transaction, BPP’s common shares will be delisted from the TSX and all of its common equity will be owned by Brookfield Properties. Select assets of BPP, including the Canadian Office Fund and certain development properties, as well as certain assets which are not permitted to be owned by Brookfield Office Properties Canada, will be retained by Brookfield Properties. No changes will be made to the terms of BPP’s preferred shares.

The transaction will be effected by way of a plan of arrangement under the Canada Business Corporations Act. It requires the approval of at least two-thirds of the votes cast by all shareholders as well as the approval of a simple majority of the votes cast by common shareholders other than Brookfield Properties and its affiliates. The transaction must also be approved by the Ontario Superior Court of Justice. The transaction is also conditional upon receipt of all necessary regulatory, TSX and third party consents and approvals.
Brookfield Properties has advised BPP that Brookfield Properties and its affiliates intend to vote all of their shares of BPP in favour of the transaction.

If approved, on closing of the transaction, Brookfield Properties and its affiliates, which currently hold approximately 89.7% of BPP’s common equity, will hold in aggregate an equity interest in Brookfield Office Properties Canada of approximately 91%, including the consideration Brookfield Properties is receiving for the sale of Brookfield Place, net of the impact of retaining certain assets and preferred shares which are not being transferred to Brookfield Office Properties Canada.

Analysts, investors and other interested parties are invited to participate in a live conference call and webcast on March 1, 2010 at 4:30 p.m. (E.T.) to discuss the proposed transaction with members of senior management. To participate in the conference call, please dial 866.238.1640, pass code 1434853 five minutes prior to the scheduled start of the call. Live audio of the call will also be available via webcast at www.bpoproperties.com. A replay of this call can be accessed through April 14, 2010 by dialing 888.266.2081, pass code 1434853. A replay of the webcast will be available at www.bpoproperties.com for one year.

An information circular describing the transaction is anticipated to be mailed to shareholders in mid March and will be available on BPP’s website and at www.sedar.com. In addition, a meeting of shareholders to consider the transaction is expected to take place on April 9, 2010. If shareholders approve the transaction at the meeting, and the requisite court approval is obtained, it is anticipated that the transaction will be completed on or about April 14, 2010.

The Supplementary Information specifically states:

Existing preferred shares of BPP will not be assumed by the REIT

At present it is difficult to see what preferred shareholders will be getting in exchange for an affirmative vote on the transaction (I am assuming they get to vote, because it’s a CBCA Plan of Arrangement, similar to the BCE deal). I have eMailed BPP’s investor relations department, asking them to clarify whether BPP preferred shareholders will be voting as a class and whether there are any sweeteners in the deal for them.

Until they answer – or until the proxy documents come out! – I cannot take view on the best way for the Pref holders to vote. However, at first glance it appears that the preferreds will suddenly have all the disadvantages of a holding company investment (being farther from the actual money) with none of the advantages (diversification). This is normally worth a one-notch downgrade in credit.

BPP has three issues of shares outstanding: BPP.PR.G (1.8-million shares); BPP.PR.J (3.8-million) and BPP.PR.M (2.8-million). These are the Amazing Shares That Would Not Die, having been issued by Royal Trustco in 1985, 1986 and 1986, respectively, and changing their name from Gentra to BPO Properties effective 2001-5-7, following a name change from Royal Trustco 1993-6-18.

All three issues are tracked by HIMIPref™, all are relegated to the Scraps index on both credit and volume concerns. BPP.PR.G was last mentioned on PrefBlog in the post What is the yield of BPP.PR.G?. BPP.PR.J and BPP.PR.M were last mentioned in BPO & BPP: S&P Revises Outlook to Negative.

Update Dominion Bond Rating Service has announced:

Under DBRS methodology, the Transaction would typically result in a rating differential between BOPC LP and BPO, with BOPC LP attaining the higher of the two ratings. This is due to the fact that a majority of the assets reside at BOPC LP. However, DBRS believes that the structural issue is mitigated by the following:

(1) BPO currently has no senior unsecured debt.

(2) The articles of BPO will prohibit it from incurring any unsecured indebtedness for borrowed money, or guaranteeing any such indebtedness of any other person, other than indebtedness that is guaranteed by BOPC LP.

(3) In accordance with the Canadian Business Corporations Act, any revision to or removal of the corporate article containing the debt restriction will require approval by special resolution of the common shareholders. Note that BPC will hold all the common shares.

(4) This restriction will not affect the “grandfathered” status of the preferred shares.

DBRS also takes comfort in the fact that:

(1) BPO will receive a cash flow amount from its ownership in BOPC LP that is comparatively equal to the amount under the pre-REIT structure.

(2) BPO will have an investment in liquid REIT units and ownership in a high-quality office portfolio and will maintain certain income-producing assets (the Canadian Office Fund assets).

(3) Going forward, DBRS expects BOPC LP to maintain conservative debt levels and coverage ratios similar to previous levels achieved by BPO and that are consistent with the BBB rating category.

I believe that the reference to “grandfathered” is, to put it in technical language, some tax thing. If I’m right in this, the shares were issued prior to changes in the Income Tax Act which make the financing very attractive on an after-tax basis.

February 25, 2010

Thursday, February 25th, 2010

Johnny Mack thinks Wall Street compensation is too high:

Morgan Stanley Chairman John Mack said investment bankers are overpaid and Wall Street compensation won’t decrease much because firms don’t want to lose their best performers.

Mack, who retired as CEO of the world’s biggest brokerage in December, cited a 28-year-old Morgan Stanley trader whose unit had earned $300 million to $400 million for the firm. After Morgan Stanley offered $11 million in compensation, the trader jumped to a hedge fund that paid him $25 million, Mack said.

I don’t understand what’s wrong with the example, frankly.

I will concede that the high level of compensation in the industry is symptiomatic of there being something wrong, but I don’t think that “something” is greed. The “something” is stupidity. The stupendous salaries that are possible in the industry – particularly on the sell side – are only possible because there are a lot of very, very stupid people managing investments and are leaving way too much money on the table. But how to get rid of them? The only idea I’ve ever been able to come up with is mandatory disclosure of performance history for all registered individuals; subject to regulatory audit and posted on the regulatory website and never erased. It might go at least a little way towards making it a bit more difficult for the smiley-boys to do business.

Risk magazine has a good explanatory article on the Greece-Goldman deal (hat tip: Financial Webring Forum, titled Revealed: Goldman Sachs’ mega-deal for Greece by Nick Dunbar:

The transactions agreed between the Greek public debt division and Goldman Sachs involved cross-currency swaps linked to Greece’s outstanding yen and dollar debt. Cross-currency swaps were among the earliest over-the-counter derivatives contracts to be traded, and have a perfectly routine purpose in debt management, namely to transform the currency of an obligation.

However, according to sources, the cross-currency swaps transacted by Goldman for Greece’s public debt division were ‘off-market’ – the spot exchange rate was not used for re-denominating the notional of the foreign currency debt. Instead, a weaker level of euro versus dollar or yen was used in the contracts, resulting in a mismatch between the domestic and foreign currency swap notionals. The effect of this was to create an upfront payment by Goldman to Greece at inception, and an increased stream of interest payments to Greece during the lifetime of the swap. Goldman would recoup these non-standard cashflows at maturity, receiving a large ‘balloon’ cash payment from Greece.

Goldman Sachs is known for its conservative approach to credit risk, and chose to hedge its exposure to Greece by immediately placing the risk with a well-known investor in sovereign credit: Frankfurt-based Deutsche Pfandbriefe Bank (Depfa). According to sources, Depfa entered into a credit default swap with Goldman Sachs, selling $1 billion of protection on Greece for up to 20 years. Depfa declined to comment.

Wow! Can you imagine? Goldman bought something from one counterparty, then sold it to another! Isn’t that evil? And they call themselves brokers! What’s a broker doing, buying things and selling things and taking out a spread? Brokers are supposed to … um … do something else.

And you know the date of the article? July 1, 2003. In other words, everybody who who needed to know about this has known it for well over six years. Those who didn’t know it have only themselves to blame.

But since when does a bureaucrat admit fault?

“Eurostat was not until recently aware of this alleged currency swap transaction made by Greece,” spokesman Johan Wullt said by e-mail yesterday.

European politicians this week criticized New York-based Goldman Sachs for arranging the Greek swap and are pressing for more disclosure. Chancellor Angela Merkel’s Christian Democrats aim to push for new rules that will force euro-region nations and banks to disclose bond swaps that have an impact on public finances, financial affairs spokesman Michael Meister said yesterday.

“Goldman Sachs broke the spirit of the Maastricht Treaty, though it is not certain it broke the law,” Meister said in an interview yesterday. “What is certain is that we must never leave this kind of thing lurking in the shadows again.”

Goldman broke the spirit of the Maastricht Treaty? Goldman? And there I was, not even aware it was a signatory!

And why is there no mark-to-market on currency swaps? Nick Dunbar explained (almost seven years ago, remember) that it’s because the regulators decided that they didn’t want market marks on currency swaps:

The answer can be found in ESA95, a 243-page manual on government deficit and debt accounting, published by the European Commission and Eurostat in 2002. As revealed by Piga, the drafting of ESA95’s section on derivatives was the subject of fierce arguments between the government statisticians and debt managers of certain eurozone countries.

The statisticians wanted derivatives-related cashflows to be treated as financial transactions, with no effect on deficit or interest costs, and with the derivatives’ current market value stated as an asset or liability. The debt managers opposed this, insisting on having the freedom to use derivatives to adjust deficit ratios. The published version of ESA95 reflects the victory of the debt managers in this argument with a series of last-minute amendments.

In particular, ESA95 states in a page-long ‘clarification’ that ‘streams of interest payments under swaps agreements will continue… having an impact on general government net borrowing/net lending’. In other words, upfront swap payments – which Eurostat classifies as interest – can reduce debt, without the corresponding negative market value of the swap increasing it. According to ESA95, the clarification only covers ‘currency swaps based on existing liabilities’.

But at least Greece has some company:

Iceland walked out of talks with the U.K. and Netherlands on how to settle foreign claims, after both sides failed to reach an agreement on the terms of a loan the north Atlantic nation needs to cover depositor losses.

Iceland’s Finance Minister Steingrimur J. Sigfusson said a team of officials meeting Dutch and British counterparts in the U.K. today would return to Reykjavik after two weeks of talks in London failed to yield results. Iceland’s government will now discuss how to proceed with the country’s appointed negotiating team, according to a statement from the Finance Ministry.

But then, Icelanders are all terrorists, aren’t they?

InDefence was launched in late 2008 by British-educated citizens outraged by London’s use of anti-terror laws to freeze Icelandic assets, an unprecedented insult for a close NATO ally.

“There is tremendous anger,” said spokesman Johannes Skulason. “We feel deeply wronged that the Icelandic central bank was listed with al-Qaeda as a terrorist body. If Gordon Brown ever tries to set foot in this country he will be thrown back on the plane.”

A report by Sweden’s Riksbank said EU rules covering Icesave were incoherent and that it was unclear whether Icelandic citizens bear the full responsiblity. It said Britain’s authorities had acted incompetently and should share some of the compensation costs.

Brookfield’s getting some competition for General Growth:

The battle for General Growth Properties Inc., owner of more than 200 U.S. malls from Boston to Los Angeles, is turning into the biggest real estate fight since sale of Sam Zell’s Equity Office Properties Trust.

Westfield Group, a Sydney-based property investor with stakes in 55 U.S. retail centers, signed an agreement letting it assess General Growth’s finances, a person familiar with the pact said yesterday. That may put Westfield in position to vie for the bankrupt company’s assets as part of a contest already embroiling Simon Property Group Inc. and Brookfield Asset Management Inc.

Simon has forcefully responded to the Brookfield bid:

“General Growth’s proposed recapitalization amounts to a risky equity play on the backs of its unsecured creditors. While continuing to block the immediate and certain 100% cash recovery provided by Simon’s offer, General Growth has preempted its own self-proclaimed ‘process’ in favor of a highly speculative and risky plan to attempt to raise $5.8 billion of new capital in today’s uncertain markets — including $3.3 billion of dilutive new equity, $1 billion in asset sales and $1.5 billion in new debt — on top of the approximately $28 billion it already owes. Simon is providing $10 billion of real value — $3 billion to shareholders as well as $7 billion to creditors — as compared to a complex piece of financial engineering that is so highly conditional as to be illusory.”

The Canadian preferred share market slumped again today on continued high volume, with PerpetualDiscounts losing 13bp and FixedResets down 16bp. There were no winners in the performance highlights table.

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

Values are provisional and are finalized monthly
Index Mean
Current
Yield
(at bid)
Median
YTW
Median
Average
Trading
Value
Median
Mod Dur
(YTW)
Issues Day’s Perf. Index Value
Ratchet 2.79 % 2.97 % 35,923 20.47 1 0.7463 % 1,981.3
FixedFloater 5.30 % 3.40 % 42,404 19.70 1 0.0488 % 2,981.8
Floater 1.94 % 1.68 % 46,143 23.35 4 0.1112 % 2,365.5
OpRet 4.88 % 1.32 % 104,039 0.26 13 -0.0446 % 2,306.4
SplitShare 6.42 % 6.56 % 128,891 3.74 2 -0.6593 % 2,127.2
Interest-Bearing 0.00 % 0.00 % 0 0.00 0 -0.0446 % 2,109.0
Perpetual-Premium 5.77 % 5.56 % 81,996 5.88 7 -0.0623 % 1,894.9
Perpetual-Discount 5.87 % 5.90 % 176,039 14.04 69 -0.1270 % 1,798.5
FixedReset 5.42 % 3.61 % 325,701 3.74 42 -0.1597 % 2,183.9
Performance Highlights
Issue Index Change Notes
PWF.PR.G Perpetual-Discount -3.10 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-25
Maturity Price : 23.47
Evaluated at bid price : 23.74
Bid-YTW : 6.28 %
NA.PR.L Perpetual-Discount -1.89 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-25
Maturity Price : 20.76
Evaluated at bid price : 20.76
Bid-YTW : 5.90 %
NA.PR.O FixedReset -1.57 % YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-03-17
Maturity Price : 25.00
Evaluated at bid price : 27.52
Bid-YTW : 3.99 %
BNA.PR.D SplitShare -1.31 % YTW SCENARIO
Maturity Type : Hard Maturity
Maturity Date : 2014-07-09
Maturity Price : 25.00
Evaluated at bid price : 25.65
Bid-YTW : 6.56 %
SLF.PR.B Perpetual-Discount -1.29 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-25
Maturity Price : 19.91
Evaluated at bid price : 19.91
Bid-YTW : 6.03 %
PWF.PR.L Perpetual-Discount -1.17 % YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-25
Maturity Price : 21.15
Evaluated at bid price : 21.15
Bid-YTW : 6.11 %
Volume Highlights
Issue Index Shares
Traded
Notes
TRP.PR.A FixedReset 94,794 Nesbitt crossed 13,100 at 25.95; RBC crossed 26,600 at 26.00 and Desjardins crossed 25,000 at the same price.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2015-01-30
Maturity Price : 25.00
Evaluated at bid price : 25.99
Bid-YTW : 3.63 %
RY.PR.T FixedReset 92,210 RBC crossed 45,000 at 27.88; Scotia crossed 40,000 at the same price.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-09-23
Maturity Price : 25.00
Evaluated at bid price : 27.87
Bid-YTW : 3.56 %
CM.PR.H Perpetual-Discount 55,929 RBC crossed 16,600 at 20.60.
YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-25
Maturity Price : 20.61
Evaluated at bid price : 20.61
Bid-YTW : 5.89 %
CM.PR.K FixedReset 48,548 RBC crossed 30,000 at 26.70.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-08-30
Maturity Price : 25.00
Evaluated at bid price : 26.68
Bid-YTW : 3.79 %
RY.PR.Y FixedReset 40,355 RBC crossed 17,500 at 27.90.
YTW SCENARIO
Maturity Type : Call
Maturity Date : 2014-12-24
Maturity Price : 25.00
Evaluated at bid price : 27.82
Bid-YTW : 3.59 %
PWF.PR.H Perpetual-Discount 40,195 RBC crossed 22,900 at 23.85.
YTW SCENARIO
Maturity Type : Limit Maturity
Maturity Date : 2040-02-25
Maturity Price : 23.53
Evaluated at bid price : 23.82
Bid-YTW : 6.10 %
There were 57 other index-included issues trading in excess of 10,000 shares.